AS FILED WITH THE SECURITIES AND EXCHANGE
                    COMMISSION ON NOVEMBER 2, 2000

                                            Registration No. 333-------
=======================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM S-8
                        REGISTRATION STATEMENT
                                UNDER
                      THE SECURITIES ACT OF 1933

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


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


5495 Marion Street, Denver, Colorado                     80216
----------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip  Code)

                  FIRST ENTERTAINMENT HOLDING CORP.
                      COMPENSATION PLAN - 2000F
-----------------------------------------------------------------
                     (Full titles of the plans)

              Howard B. Stern, Chief Executive Officer
                  First Entertainment Holding Corp.
                        5495 Marion Street
                       Denver, Colorado 80216
-----------------------------------------------------------------
              (Name and address of agent for service)

                         (303) 382-1500
-----------------------------------------------------------------
   (Telephone number, including area code, of agent for service)

                              Copy to:

                       Alan L. Talesnick, Esq.
                       Francis B. Barron, Esq.
                           Patton Boggs LLP
                   1660 Lincoln Street, Suite 1900
                       Denver, Colorado 80264
                           (303) 830-1776


                  CALCULATION OF REGISTRATION FEE
<TABLE>
Title Of                Proposed       Proposed
Securities   Amount     Maximum        Maximum        Amount Of
To Be        To Be      Offering Price Aggregate      Registration
Registered   Registered Per Unit       Offering Price Fee
<S>         <C>        <C>            <C>            <C>
Common Stock, 6,300,000  $0.03         $169,000       $50
$.008 par     shares(1)       (2)
value

<CAPTION>
(1)   Consists of 6,300,000 shares issuable pursuant to the Company's
 Compensation Plan - 2000F (the "Stock Plan").

(2)   The Proposed Maximum Aggregate Offering Price was calculated
pursuant to Rule 457(h) using the average of the high and low reported
sales prices of the Company's common stock on the OTC Bulletin Board on
October 30, 2000 which is within five business days of the date of
filing (November 2, 2000) of this Registration Statement because
options and shares have not yet been granted under the Stock Plan.
</CAPTION>
</TABLE>


                                PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This registration statement relates to two separate prospectuses.

     Items 1 and 2 of this Part I, and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Form S-8,
constitute the first prospectus relating to issuances to our
employees, consultants and others of up to 6,300,000 shares of common
stock pursuant to our Compensation Plan - 2000F (the "Stock Plan").
Pursuant to the requirements of Form S-8 and Rule 428, we will deliver
or cause to be delivered to plan participants any required information
as specified by Rule 428(b)(1).  The second prospectus, referred to as
the re-offer prospectus, relates to the reoffer or resale of any
shares which are deemed to be control securities or restricted
securities under the Securities Act of 1933.

                            PROSPECTUS

Item 1.     Plan Information

                     STOCK PLAN INFORMATION

     We established the Stock Plan effective October 20, 2000 to
provide us with flexibility and to conserve our cash resources in
compensating certain of our technical, administrative and professional
employees and consultants and to supplement prior stock option plans.
The issuance of shares under the Stock Plan is restricted to persons
and firms who are closely-related to us and who provide services in
connection with the development, production of our products or
otherwise in connection with our business.  The Stock Plan authorizes
us to issue up to 6,300,000 shares of our common stock. Shares must be
issued only for bona fide services and may not be issued under the
Stock Plan for services in connection with the offer and sale of
securities in a capital-raising or capital promoting transaction.
Shares are awarded under the Stock Plan pursuant to individually
negotiated compensation contracts as determined and/or approved by the
Stock Plan committee. The eligible participants include directors,
officers, employees and non-employee consultants and advisors. Subject
to the restriction that shares may not be awarded under the Stock Plan
to persons owning beneficially or of record ten percent (10%) or more
of our then outstanding shares or who would own such amount of shares
as a result of an award under the Stock Plan, there is no limit as to
the number of shares which may be awarded to a single participant.  We
anticipate that a substantial portion of the remaining shares to be
issued under the Stock Plan will be issued as compensation to our
technical consultants, attorneys, and advisors who provide development
services in the development and testing of our various products and
services.

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

      We will provide without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of this
Registration Statement.  These documents are incorporated by reference
in the Section 10(a) prospectus.  We will also provide without charge,
upon written or oral request, all other documents required to be
delivered to employees pursuant to Rule 428(b).  Any and all such
requests shall be directed to the Company at its principal office at
5495 Marion Street, Denver, Colorado 80216, attention: Chairman or
President.

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

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

      Our principal offices are located at 5495 Marion Street, Denver,
Colorado 80216; telephone (303) 382-1500.

      THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH STATE.



                                                    REOFFER PROSPECTUS


                   FIRST ENTERTAINMENT HOLDING CORP.
                   6,300,000 Shares Of Common Stock


      This prospectus relates to the transfer of up to 6,300,000
shares of common stock of First Entertainment Holding Corp. by the
selling stockholders identified in this prospectus.  The shares will
be acquired by the selling stockholders pursuant to grants of stock
and options under our Compensation Plan - 2000F (the "Stock Plan").

      The selling stockholders have not entered into any underwriting
arrangements.  The prices for the shares that may be sold pursuant to
this prospectus may be the market prices prevailing at the time of
transfer, prices related to the prevailing market prices, or
negotiated prices. Brokerage fees or commissions may be paid by the
selling stockholders in connection with sales of our shares.  We will
not receive any of the proceeds from the sale of these shares.  We
may, however, receive proceeds from the exercise, if any, of options
to purchase shares of common stock that may be granted under the Stock
Plan.

      Our common stock is quoted on the OTC Bulletin Board under the
symbol "FTET".  On October 30, 2000, the closing price of the common
stock was $0.03 per share.

      Investing in our shares involves certain risks.  See the "Risk
Factors" section beginning on page 4.

      Neither the Securities And Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

          The date of this prospectus is November 2, 2000.





            -----------------------------------------
                           TABLE OF CONTENTS
            -----------------------------------------

                                                             Page
PROSPECTUS SUMMARY                                            3
RISK FACTORS                                                  4
THE COMPANY                                                   6
PROSPECTIVE SELLING STOCKHOLDERS                              7
PLAN OF DISTRIBUTION                                         10
LEGAL MATTERS                                                10
EXPERTS                                                      10
INDEMNIFICATION                                              10
AVAILABLE INFORMATION                                        11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE              11




                         PROSPECTUS SUMMARY

     The following summary highlights information contained in this
prospectus.  In addition to reviewing this summary, you should read
this entire prospectus carefully, including the "Risk Factors"
section.  All Information included in this prospectus, and
incorporated by reference into this prospectus, should be considered
before investing in the common stock.

The Company

     We engage in, or hold controlling interests in entities that
engage in, radio, live entertainment and internet related businesses.
Through our Quality Communications, Inc. subsidiary, we operate an FM
radio station in Gillette, Wyoming that plays contemporary country
music. Through our Comedy Works, Inc. subsidiary, we operate a comedy
club in downtown Denver, Colorado.  Through our F2 Market, Inc.
subsidiary, we engage in internet-related businesses.

The Offering
The selling stockholders may sell a total of up to 6,300,000 shares of
common stock.  The shares will be acquired by the selling stockholders
pursuant to our Stock Plan.

The shares may be sold at market prices or other negotiated prices.
The selling stockholders have not entered into any underwriting
arrangements for the sale of the shares.

We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling
stockholders and subsequently exercised, we will use the proceeds from
those exercises for general and administrative expenses and working
capital.

Proposed Name Change
In May 2000, we determined to recommend to the stockholders for their
approval that our name be changed to "F2 Network Inc."  We anticipate
that the proposed name change will be voted upon by the stockholders
at a meeting that currently is anticipated to be held in January 2001.

Company Offices
Our offices are located at 5495 Marion Street, Denver, Colorado 80216,
telephone number (303) 382-1500.










                               RISK FACTORS

      PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH
THE OTHER INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE
INTO THIS PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.

Our auditor's report contains a "going concern" qualification.

     The independent certified public accountants' report on our
financial statements contains an explanatory paragraph, which, in
general, indicates that we have suffered recurring losses from
operations, have a working capital deficiency and have defaulted on a
substantial portion of our debt.  These conditions raise substantial
doubt about our ability to continue in business.  Our plans to address
this issue include obtaining additional financing, and/or extending
our existing debt obligations, and/or obtaining additional equity
capital and ultimately achieving profitable operations.  There is no
assurance that we will be successful in these plans.  In April 1999,
we were successful in obtaining financing from the First National Bank
of Gillette to pay debt to a creditor totaling $125,000, which came
due on March 31, 1999.  The financial statements do not include any
adjustments that might result from the going concern uncertainties.

The multimedia entertainment business is speculative in nature.

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

The inability to protect our property rights could hurt our business.

      Although we have developed, and continue to develop, our own
internet content and products, we have entered into license agreements
with respect to other internet products.  We cannot guarantee that
these license rights will provide us with significant protection from
competitors.  Property rights protection generally is uncertain, and
involves complex legal and factual questions.  To date, there has
emerged no consistent policy regarding the breadth of claims allowed
in connection with such property rights protection.  Therefore, we
cannot assure that any rights licensed to us will afford protection
against competitors with similar technologies and that we will have
the financial resources necessary to enforce our property rights.

      Even though we have licenses, under the terms of our license
agreements, we generally are responsible for protecting the
intellectual property rights subject to these agreements.  Challenges
may be instituted by third parties as to the validity, enforceability
and infringement of the rights.  The out of pocket costs, as well as
the lost time of management, associated with litigation to defend any
challenge to uphold the validity and enforceability and prevent
infringement of our licensed rights can be substantial.  We may also
be required to obtain additional licenses from others to continue to
refine, develop, and market new products.  We may not be able to
obtain any such licenses on commercially reasonable terms or at all or
that the rights granted pursuant to any licenses will be valid and
enforceable.  As a result of these possible factors, we may incur
substantial expenses to protect property rights.  This would result in
increased losses or reduced profits and also distract management from
pursuing more productive activities for us.

We need additional funding to sustain our operations.

      In order to continue to pursue our business plans fully, we will
need additional funding.  We do not have a steady source of revenue to
provide funding to sustain operations.  The availability of a reliable
source of revenue to sustain our operations is beyond our control.  If
we do not obtain additional funding, we may have to cut back or cease
our businesses, leading to additional losses and decreased stock
prices.

Intense competition could adversely impact our business.

      We compete in the areas of radio broadcasting, comedy club
operation and internet related businesses with other companies.  Many
of our competitors have substantially larger financial and other
resources than us.  In the internet area, companies with greater
financial resources than us have not been able to generate positive
cash flow or profits from operating internet related businesses.  From
time to time, there may be competition for, and shortage of,
broadcasting talent and comedians, and internet content and qualified
computer technicians.  We may therefore not be able to attract the
best available talent required to develop our businesses.  This
competition and these shortages could lead to an increase in costs
that could adversely affect us by increasing losses or reducing
profits.  We also compete with other companies for advertising on our
radio station and internet portal.  Our internet revenues are based on
the ability to attract advertisers.  In addition, the low cost of
entering internet related businesses may result in additional
competition in the future. All of these factors could lead to our
incurring higher costs and receiving lower revenues so that our losses
increase.

Technology changes could lead to competitive disadvantages and
additional costs.

      The internet related businesses in which we operate and intend
to operate are characterized by rapid and significant technological
advancements and introductions of new products and services using new
technologies.  As new technologies develop, we may be placed at a
competitive disadvantage, and competitive pressures may force us to
implement those new technologies at a substantial cost.  If other
companies implement new technologies before us, those companies may be
able to provide enhanced capabilities and superior quality compared
with what we are able to provide.  We cannot ascertain that we will be
able to respond to these competitive pressures and implement new
technologies on a timely basis or at an acceptable cost.  This could
attract our customers to competitors, reducing our revenues.  The
possibility of increased costs to keep up with technological
advancements and reduced revenues if customers depart would lead to
increased losses or reduced profits.

Limited liquidity in our common stock makes resales difficult.

     There may be no ready market for our shares and an investor
cannot expect to liquidate his investment regardless of the necessity
of doing so.  Historically, there has been an extremely limited public
market for our shares.  We cannot predict that the market will be
sustained or will expand.  The prices of our shares are highly
volatile.  Due to the low price of the securities, many brokerage
firms may not effect transactions and may not deal with low priced
securities, as it may not be economical for them to do so.  This could
have an adverse effect on developing and sustaining the market for our
shares.  In addition, there is no assurance that an investor will be
in a position to borrow funds using our shares as collateral because
lenders may require a more liquid form of security.

Penny stock regulations limit the liquidity of our stock.

      The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks".  Generally, penny
stocks are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or
quoted on the Nasdaq system).  If our shares are traded for less than
$5 per share, as they currently are, the shares will be subject to the
SEC's penny stock rules unless (1) our net tangible assets exceed
$5,000,000 during our first three years of continuous operations or
$2,000,000 after our first three years of continuous operations; or
(2) we have had average revenue of at least $6,000,000 for the last
three years.  We do not meet these requirements.  As a result, market
transactions in our shares are subject to the penny stock rules.  The
penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that
provides information about penny stocks and the nature and level of
risks in the penny stock market.  The broker-dealer also must provide
the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in
the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. In addition,
the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction.  These requirements may have the
effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules.  As
long as our shares are subject to the penny stock rules, the holders
of our shares may find it difficult to sell our shares.

Forward-Looking Statements And Associated Risks

     This prospectus contains forward-looking statements.  These
statements include:

      *     our growth strategies,
      *     our products and planned products,
      *     the need for additional financing,
      *     the need for and uncertainty with respect to necessary
            regulatory clearances,
      *     commercial acceptance of our products and planned
            products, and
      *     our ability to successfully commercialize our products and
            to achieve profitability in general.

      These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties,
some of which are beyond our control.  Actual results could differ
materially from these forward-looking statements as a result of the
factors described in this prospectus, including the "Risk Factors"
section.  These factors include regulatory, financial, market or
general economic influences.  In light of these risks and
uncertainties, there can be no assurance that the forward-looking
statements contained in this prospectus will in fact transpire or
prove to be accurate.


                               THE COMPANY

     On December 15, 1997, we changed our state of incorporation from
Colorado to Nevada and changed our name to First Entertainment Holding
Corp.  We were originally incorporated under the laws of Colorado on
January 17, 1985.  In May 2000, we determined to change our name to
"F2 Network Inc.", subject to stockholder approval, which has not yet
been obtained.  We anticipate that the proposed name change will be
voted upon by the stockholders at a stockholders meeting currently
planned for January 2001.

      Currently, we operate or hold controlling interests in three
active and two non-operating business segments.  The three active
segments are known as "Radio", "Live Entertainment" and "Internet".
The non-operating segments are known as "Film", "Video", and
"Retail".  Initially, our business consisted of the production of pre-
recorded travel guides and special interest videos.  In 1987, we
entered the radio broadcasting business by acquiring Quality
Communications, Inc., a Wyoming corporation pursuant to which we
operate the radio segment of our business. In 1992, we acquired a
controlling interest in First Films, Inc. ("First Films"), a publicly
held Colorado corporation, under which our live entertainment
operations currently are undertaken and under which our film
production activities previously were undertaken.  Since early 1999,
we have been developing relationships with Internet content providers,
advertisers and gaming companies in an attempt to create an Internet
site with links to entertainment and gaming content and to provide
Internet site development to other parties.  In addition, we have been
developing our own content in order to establish an Internet portal
emphasizing entertainment with links to other web sites.  The site is
located at www.FirstEntertainment.com.


      This prospectus relates to the resale of shares which may be
acquired by our employees or consultants pursuant to the Stock Plan, or
that may be acquired by employees or consultants upon exercise of
options that may be granted under the Stock Plan.

                     PROSPECTIVE SELLING STOCKHOLDERS

      There are an aggregate of 6,300,000 shares of common stock
reserved for issuance under the Stock Plan.  The shares are covered by
a registration statement on Form S-8 that we filed with the SEC on the
date of this prospectus.  This prospectus is a part of that
registration statement.

      As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan.  This prospectus covers the resale
of up to 3,000,000 shares that may be acquired in the future by our
directors and officers through grants under the Stock Plan and upon the
exercise of options granted under the Stock Plan.

      On October 31, 2000, a total of 38,551,628 shares of our common
stock were issued and outstanding.  The following table sets forth the
name and position of each prospective selling stockholder, each of
whom is a director or executive officer of our Company; the number of
shares of common stock owned as of October 31, 2000, including shares
which may be acquired pursuant to the exercise of outstanding options;
the number of shares covered by this prospectus; and the number of
shares and the percentage of all outstanding shares owned assuming the
sale of all the shares covered by this prospectus.




<TABLE>
                                                          Shares      Percentage
                                 Shares Owned             Owned       Of Class
                                 Prior To        Shares   After       After
Name               Position      Offering        Offered  Offering    Offering
<S>               <C>          <C>             <C>          <C>         <C>
Doug Olson         President      5,449,369      1,000,000    4,449,369   11.2%
                   and Director    (1)(2)(3)            (7)

Howard Stern       Chief          5,602,604      1,000,000    4,602,604   11.6%
                   Executive       (1)(2)(3)            (7)
                   Officer,
                   Secretary,
                   Treasurer
                   and Director

Michael Marsowicz  Chief          5,492,707      1,000,000    4,492,707   11.1%
                   Technology   (1)(2)(3)(5)            (7)
                   Officer and
                   Director





------------------
<CAPTION>
*Less than one percent.

(1)   "Beneficial Ownership" is defined in the regulations promulgated
       by the U.S. Securities and Exchange Commission as having or
       sharing, directly or indirectly (i) voting power, which
       includes the power to vote or to direct the voting, or (ii)
       investment power, which includes the power to dispose or to
       direct the disposition, of shares of the common stock of an
       issuer.  The definition of beneficial ownership includes shares
       underlying options or warrants to purchase common stock, or
       other securities convertible into common stock, that currently
       are exercisable or convertible or that will become exercisable
       or convertible within 60 days.  Unless otherwise indicated, the
       beneficial owner has sole voting and investment power.

(2)    Includes 1,000,000 shares that may be issued pursuant to the
       Stock Plan as payment of compensation.

(3)    Assumes: (a) all contingencies described below in footnote 5,
       "Cancellation And Reissuance Of Options In September 2000" are
       satisfied and the 2,500,000 shares authorized to be issued to
       the named security holder are issued, and (b) the named
       security holder exchanges all options held by him on the date
       each threshold regarding the last sales price of the common
       stock is reached for twice as many options exercisable at the
       higher price.  As described below in footnote (5) "Cancellation
       And Reissuance Of Options In September 2000", only 25 percent
       of options granted pursuant to the Management Compensation plan
       are exercisable on the date of grant.  Therefore, the figure in
       the table above includes 1,250,000 shares issuable upon
       the exercise of options to purchase up to 1,250,000 shares of
       common stock until September 15, 2005, which number of options
       represents 25 percent of the total number of options which, if
       required to be issued to the named security holder within the
       next 60 days pursuant to the exchange provisions of the
       Management Compensation Plan, will be exercisable on the date
       of grant.  Each potential holder of these options has agreed to
       refrain from exercising any of these options until the Company
       has increased its authorized number of shares of common stock to
       at least 75 million or the Board otherwise determines that our
       authorized capital, assuming exercise of these options, is
       sufficient to satisfy our needs.  See footnote 5, below,
       entitled "Cancellation And Reissuance Of Options In September
       2000".

(4)    Includes options to purchase 500,000 shares for $.75 per share
       until October 10, 2001.  Mr. Marsowicz has agreed to refrain
       from exercising any of his options until the Company has
       increased its authorized number of shares of common stock to at
       least 75 million or the Board otherwise determines that our
       authorized capital, assuming exercise of the options described
       above in footnote (3), is sufficient to satisfy our needs.

(5)    Cancellation And Reissuance Of Options In September 2000

       On September 15, 2000, our Board of Directors enacted the 2000
       Management Compensation Plan to compensate directors, officers
       and consultants and to provide incentives for those persons in
       acting on behalf of the Company.  In order to participate in
       the Management Compensation Plan, officers and consultants were
       required to relinquish any options previously granted to them
       except that Mr. Marsowicz was not required to relinquish
       options he received as consideration for the sale to the
       Company of his interest in All That Media, Inc.  Options to
       purchase common stock have been issued pursuant to the
       Management Compensation Plan, and shares of common stock
       were authorized to be issued, to the following persons in the
       respective amounts indicated:


</TABLE>
<TABLE>
Recipient         Shares To Be Issued       Initial Options Granted
<S>              <C>                       <C>
Howard Stern       2,500,000                1,250,000
Douglas Olson      2,500,000                1,250,000
Michael Marsowicz  2,500,000                1,250,000
Duane Knight       1,000,000                  500,000
Ronald Ratner      1,000,000                  500,000
Robert Fuchs         500,000                  250,000
-----------------------------------------------------
                  10,000,000                5,000,000
</TABLE>

       All recipients of shares and options under the Management
       Compensation Plan were officers and employees at the time of
       grant except for Mr. Knight, a consultant providing
       accounting and administrative services.  The options are
       exercisable at a price of $.08 per share until September 15,
       2005.  The closing sales price for the common stock on
       September 15, 2000 was $.08.  The options are exercisable 25%
       immediately and 25% on each of the first three anniversaries
       of the date of grant provided that the recipient continues to
       be a director, officer, employee or consultant at that
       respective time.  In addition, the options provide that when
       the last sales price for the common stock is at least $.16 per
       share for three consecutive trading days, the option holder
       may elect to exchange each option exercisable at $.08 per
       share for two options exercisable at $.16 per share.
       Similarly, the option holder may exchange each of his options
       for two options to purchase one share of common stock each at
       $.32 per share at such time as the last sales price for the
       common stock is at least $.32 per share for three consecutive
       trading days.  If these price levels are attained and if all
       the recipients of the initial options to purchase 5,000,000
       shares of common stock elect to exchange them for options
       exercisable at each of the higher prices, options to purchase a
       total of 20,000,000 shares would be outstanding at an exercise
       price of $.32 per share.

       Participants will not be issued the shares authorized by the
       Management Compensation Plan, and the Participants may not
       exercise the options granted pursuant to the Management
       Compensation Plan, unless either our authorized capital is
       increased to at least 75,000,000 shares of common stock or the
       Board otherwise determines that our authorized
       capital, assuming issuance of the shares and exercise of
       options granted pursuant to the Management Compensation Plan,
       is sufficient to satisfy the Company's needs.  Stockholder
       approval of an increase in authorized capital to 250,000,000
       shares is being sought at a proposed special meeting of our
       stockholders which currently is anticipated to be held in
       December 2000.

                        PLAN OF DISTRIBUTION

      The 3,000,000 shares covered by this reoffer prospectus will
be offered, if at all, by certain of our stockholders, and not by
us.  We anticipate that the shares may be offered pursuant to direct
sales to private persons and in open market transactions.  The
prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or
discounts by the prospective selling stockholders.  The prospective
selling stockholders have not informed us of any agreements with
brokers to sell any or all of the shares which may be offered hereby.

                          LEGAL MATTERS

      Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning
the validity of our shares offered by this prospectus.

                              EXPERTS

      The audited financial statements appearing in our Annual Report
on Form 10-KSB for the year ended December 31, 1999 have been audited
by Gordon, Hughes & Banks, LLP, independent certified public
accountants.  These financial statements are incorporated into this
prospectus by reference in reliance upon the report of the accountants
included with the financial statements and upon the authority of the
accountants as experts in auditing and accounting.

                         INDEMNIFICATION

      Section 78.7502(3) of the Nevada General Corporation Law (the
"Nevada Code") provides for mandatory indemnification by a corporation
of expenses, including attorneys' fees, incurred by a director or
officer in connection with any proceeding brought by reason of his
position as a director or officer, so long as he was successful, on the
merits or otherwise, in defense of a proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of the
corporation (a "Derivative Action"), because of his status as a
director, officer, employee or agent of a corporation if "he acted 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, had no reasonable cause to believe
his conduct was unlawful."

      In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.  However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.

      Our articles of incorporation provide that directors and officers
shall be indemnified to the full extent permitted by the Nevada Code.
Our bylaws provide that no director or officer shall be liable to us
for his acts or omissions resulting in a loss to us, except in cases
where the act or omission resulted from his willful misconduct, willful
neglect or gross negligence.  The bylaws also provide that we may
purchase and maintain liability insurance on behalf of any director,
officer, employee or agent regardless of whether he may be indemnified
pursuant to other provisions of the bylaws.

                        AVAILABLE INFORMATION

      This prospectus is part of the registration statement on Form S-
8, together with all amendments and exhibits, under the Securities Act
of 1933 that we filed with the SEC.  The registration statement
contains information that is not included in this prospectus.

      Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete, and, in
each instance, reference is made to the copy of the particular
contract or document filed as an exhibit to the registration
statement.  Each statement concerning a document that is filed as an
exhibit is qualified in all respects by reference to the copy of the
document filed as an exhibit. For further information with respect to
our business, please refer to the registration statement.

      In accordance with the requirements of the Securities Exchange
Act of 1934, as amended, we file reports, proxy statements and other
information with the SEC.  These reports, proxy statements and other
information can be read and copied at the Public Reference Room
maintained by the SEC at the following addresses:

      *     450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
      *     500 West Madison Street, Suite 1400, Chicago, Illinois
            60661-2511
      *     7 World Trade Center, New York, New York 10048

      Copies of these materials also can be obtained at prescribed
rates by writing to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.  You may obtain information
concerning the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  In addition, materials we file electronically
with the SEC are available at the SEC's Internet web site at
http://www.sec.gov.

           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents that previously were, or are required in
the future to be, filed with the SEC (File No. 0-15435) pursuant to the
Exchange Act are incorporated herein by reference:

      *     Our Annual Report on Form 10-KSB for the year ended
            December 31, 1999;

      *     Our Quarterly Reports on Form 10-QSB for the quarters ended
            June 30, 2000 and March 31, 2000;

      *     Our Current Reports on Form 8-K filed with the SEC on each
            of September 18, 2000 and August 24, 2000.

      *     the description of the common stock contained in our
            registration statement on Form 8-A as filed with the SEC on
            February 26, 1987; and

      *     all documents filed by us pursuant to Sections 13(a),
            13(c), 14 or 15(d) of the Exchange Act subsequent to the
            date of this prospectus and prior to the termination of the
            offering made hereby.

      Any statement contained in a document incorporated by reference
into this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that such statement is
modified or replaced by a statement contained in this prospectus or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference into this prospectus.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
replaced, to constitute a part of this prospectus.  We will provide
without charge to each person to whom a copy of this prospectus has
been delivered, upon the written or oral request of any such person, a
copy of any or all of the documents referred to above that have been or
may be incorporated in this prospectus by reference, other than
exhibits to such documents.  Written or oral requests for such copies
should be directed to Howard B. Stern , Chief Executive Officer, First
Entertainment Holding Corp., 5495 Marion Street, Denver, Colorado
80216, (303) 382-1500.













                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference.

      The documents listed in (i) through (iv) below are incorporated
by reference in the registration statement.  All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part
thereof from the date of the filing of such documents.

        (i) the Company's Annual Report on Form 10-KSB for the year
            ended December 31, 1999;

       (ii) the Company's Quarterly Reports on Form 10-QSB for the
            quarters ended June 30, 2000 and March 31, 2000;

      (iii) the Company's Current Reports on Form 8-K filed with the
            SEC on each of September 18, 2000 and August 24,
            2000.

       (iv) the description of the Company's common stock contained in
            the Company's registration statement on Form 8-A as filed
            with the SEC on February 26, 1987; and

        (v) all documents filed by the Company pursuant to Sections
            13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
            the date of this prospectus and prior to the termination of
            the offering made hereby.

Item 4.  Description Of Securities.

      Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.

      Not Applicable.

Item 6.  Indemnification Of Officers And Directors.

      Section 78.7502(3) of the Nevada General Corporation Law provides
for mandatory indemnification by a corporation of expenses, including
attorneys' fees, incurred by a director or officer in connection with
any proceeding brought by reason of his position as a director or
officer, so long as he was successful, on the merits or otherwise, in
defense of a proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of the
corporation, because of his status as a director, officer, employee or
agent of a corporation if "he acted 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, had no reasonable cause to believe his conduct was
unlawful."

      In a derivative action or threatened derivative action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.  However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.

      The Company's articles of incorporation provide that directors
and officers shall be indemnified to the full extent permitted by the
Nevada Code.  The Company's bylaws provide that no director or officer
shall be liable to the Company for his acts or omissions resulting in a
loss to the Company, except in cases where the act or omission resulted
from his willful misconduct, willful neglect or gross negligence.  The
bylaws also provide that the Company may purchase and maintain
liability insurance on behalf of any director, officer, employee or
agent regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.

Item 7.  Exemption From Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      4.1   First Entertainment Holding Corp. Compensation Plan -
 2000F, dated October 20, 2000.

      5.1   Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.

     23.1   Consent of Patton Boggs LLP (included in Opinion in
Exhibit 5.1).

     23.2   Consent of Gordon, Hughes & Banks, LLP

     24.1   Power of Attorney (included in Part II of this
            Registration Statement under the caption "Signature").

Item 9.  Undertakings.

(a)   The undersigned Registrant hereby undertakes:

      1.    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
                  information 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;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
      not apply if the information required to be included in a post
      effective amendment by those paragraphs is contained in periodic
      reports filed by the Registrant pursuant to Section 13 or Section
      15(d) of the Exchange Act and are incorporated by reference to
      the registration statement.

      2.    That, for the purpose of determining any liability under
      the Securities Act, 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
      bona fide offering thereof.

      3.    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.

(b)   For purposes of determining any liability under the Securities
Act, 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 therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)   Insofar as indemnification for liabilities arising out of the
Securities Act 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
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liability (other than the
payment by the Registrant of expenses 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 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.


                               SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on 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 of Denver, State of Colorado, on
the 2nd day of November 2000.

                                FIRST ENTERTAINMENT HOLDING CORP.

                         By:/s/ Howard B. Stern
                                Howard B. Stern, Chairman and CEO





                          POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this to
the registration statement appearing below, hereby constitute and
appoint Douglas R. Olson or Howard Stern and each or either of them,
with full power of substitution, as attorneys-in-fact in their names,
place and stead to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their name and hereby
ratify all that said attorneys-in-fact and each of them or his
substitutes may do by virtue hereof.

      Pursuant to the requirements of the Securities Act, as amended,
this registration statement has been signed by the following persons in
the capacities and on the date indicated.

Signature                      Title                        Date

/s/ Michael Marsowicz            Chief Technical       November 2, 2000
Michael Marsowicz                Officer and Director

/s/ Douglas R. Olson             President and         November 2, 2000
Douglas R. Olson                 Director

/s/ William Rubin                Director              November 2, 2000
William Rubin

/s/ Howard Stern                 Principal Executive   November 2, 2000
Howard Stern                     Officer, Principal
                                 Financial Officer,
                                 Principal Accounting
                                 Officer, and Director







                            Exhibit Index


      4.1  First Entertainment Holding Corp. Compensation Plan-2000F,
dated October 20, 2000.

      5.1  Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.

     23.1  Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).

     23.2  Consent of Gordon, Hughes & Banks, LLP

     24.1  Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").
[{"type": "S-8", "sequence": "4", "filename": "s8110200.txt", "secsgml_size_bytes": 53054}]
{"company-data": {"conformed-name": "FIRST ENTERTAINMENT HOLDING CORP", "cik": "0000803170", "assigned-sic": "7900", "irs-number": "840974303", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49188", "film-number": "752140"}, "business-address": {"street1": "5495 MARION ST", "city": "DENVER", "state": "CO", "zip": "80216", "phone": "3033821500"}, "mail-address": {"street1": "7887 E BELLVIEW 11TH FLOOR SUITE 14", "city": "DENVER", "state": "CO", "zip": "80111"}, "former-company": [{"former-conformed-name": "FIRST ENTERTAINMENT INC", "date-changed": "19930622"}, {"former-conformed-name": "VIDEO COMMUNICATIONS & RADIO INC", "date-changed": "19920703"}, {"former-conformed-name": "VIDEOTRIP CORP /CO/", "date-changed": "19881024"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE
                    COMMISSION ON NOVEMBER 2, 2000

                                            Registration No. 333-------
=======================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM S-8
                        REGISTRATION STATEMENT
                                UNDER
                      THE SECURITIES ACT OF 1933

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

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

5495 Marion Street, Denver, Colorado                     80216
----------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip  Code)

                  FIRST ENTERTAINMENT HOLDING CORP.
                      COMPENSATION PLAN - 2000F
-----------------------------------------------------------------
                     (Full titles of the plans)

              Howard B. Stern, Chief Executive Officer
                  First Entertainment Holding Corp.
                        5495 Marion Street
                       Denver, Colorado 80216
-----------------------------------------------------------------
              (Name and address of agent for service)

                         (303) 382-1500
-----------------------------------------------------------------
   (Telephone number, including area code, of agent for service)

                              Copy to:

                       Alan L. Talesnick, Esq.
                       Francis B. Barron, Esq.
                           Patton Boggs LLP
                   1660 Lincoln Street, Suite 1900
                       Denver, Colorado 80264
                           (303) 830-1776

                  CALCULATION OF REGISTRATION FEE

Title Of                Proposed       Proposed
Securities   Amount     Maximum        Maximum        Amount Of
To Be        To Be      Offering Price Aggregate      Registration
Registered   Registered Per Unit       Offering Price Fee
Common Stock, 6,300,000  $0.03         $169,000       $50
$.008 par     shares(1)       (2)
value
(1)   Consists of 6,300,000 shares issuable pursuant to the Company's
 Compensation Plan - 2000F (the "Stock Plan").

(2)   The Proposed Maximum Aggregate Offering Price was calculated
pursuant to Rule 457(h) using the average of the high and low reported
sales prices of the Company's common stock on the OTC Bulletin Board on
October 30, 2000 which is within five business days of the date of
filing (November 2, 2000) of this Registration Statement because
options and shares have not yet been granted under the Stock Plan.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This registration statement relates to two separate prospectuses.

     Items 1 and 2 of this Part I, and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Form S-8,
constitute the first prospectus relating to issuances to our
employees, consultants and others of up to 6,300,000 shares of common
stock pursuant to our Compensation Plan - 2000F (the "Stock Plan").
Pursuant to the requirements of Form S-8 and Rule 428, we will deliver
or cause to be delivered to plan participants any required information
as specified by Rule 428(b)(1).  The second prospectus, referred to as
the re-offer prospectus, relates to the reoffer or resale of any
shares which are deemed to be control securities or restricted
securities under the Securities Act of 1933.

                            PROSPECTUS

Item 1.     Plan Information

                     STOCK PLAN INFORMATION

     We established the Stock Plan effective October 20, 2000 to
provide us with flexibility and to conserve our cash resources in
compensating certain of our technical, administrative and professional
employees and consultants and to supplement prior stock option plans.
The issuance of shares under the Stock Plan is restricted to persons
and firms who are closely-related to us and who provide services in
connection with the development, production of our products or
otherwise in connection with our business.  The Stock Plan authorizes
us to issue up to 6,300,000 shares of our common stock. Shares must be
issued only for bona fide services and may not be issued under the
Stock Plan for services in connection with the offer and sale of
securities in a capital-raising or capital promoting transaction.
Shares are awarded under the Stock Plan pursuant to individually
negotiated compensation contracts as determined and/or approved by the
Stock Plan committee. The eligible participants include directors,
officers, employees and non-employee consultants and advisors. Subject
to the restriction that shares may not be awarded under the Stock Plan
to persons owning beneficially or of record ten percent (10%) or more
of our then outstanding shares or who would own such amount of shares
as a result of an award under the Stock Plan, there is no limit as to
the number of shares which may be awarded to a single participant.  We
anticipate that a substantial portion of the remaining shares to be
issued under the Stock Plan will be issued as compensation to our
technical consultants, attorneys, and advisors who provide development
services in the development and testing of our various products and
services.

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

      We will provide without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of this
Registration Statement.  These documents are incorporated by reference
in the Section 10(a) prospectus.  We will also provide without charge,
upon written or oral request, all other documents required to be
delivered to employees pursuant to Rule 428(b).  Any and all such
requests shall be directed to the Company at its principal office at
5495 Marion Street, Denver, Colorado 80216, attention: Chairman or
President.

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

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

      Our principal offices are located at 5495 Marion Street, Denver,
Colorado 80216; telephone (303) 382-1500.

      THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH STATE.

                                                    REOFFER PROSPECTUS

                   FIRST ENTERTAINMENT HOLDING CORP.
                   6,300,000 Shares Of Common Stock

      This prospectus relates to the transfer of up to 6,300,000
shares of common stock of First Entertainment Holding Corp. by the
selling stockholders identified in this prospectus.  The shares will
be acquired by the selling stockholders pursuant to grants of stock
and options under our Compensation Plan - 2000F (the "Stock Plan").

      The selling stockholders have not entered into any underwriting
arrangements.  The prices for the shares that may be sold pursuant to
this prospectus may be the market prices prevailing at the time of
transfer, prices related to the prevailing market prices, or
negotiated prices. Brokerage fees or commissions may be paid by the
selling stockholders in connection with sales of our shares.  We will
not receive any of the proceeds from the sale of these shares.  We
may, however, receive proceeds from the exercise, if any, of options
to purchase shares of common stock that may be granted under the Stock
Plan.

      Our common stock is quoted on the OTC Bulletin Board under the
symbol "FTET".  On October 30, 2000, the closing price of the common
stock was $0.03 per share.

      Investing in our shares involves certain risks.  See the "Risk
Factors" section beginning on page 4.

      Neither the Securities And Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

          The date of this prospectus is November 2, 2000.

            -----------------------------------------
                           TABLE OF CONTENTS
            -----------------------------------------

                                                             Page
PROSPECTUS SUMMARY                                            3
RISK FACTORS                                                  4
THE COMPANY                                                   6
PROSPECTIVE SELLING STOCKHOLDERS                              7
PLAN OF DISTRIBUTION                                         10
LEGAL MATTERS                                                10
EXPERTS                                                      10
INDEMNIFICATION                                              10
AVAILABLE INFORMATION                                        11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE              11

                         PROSPECTUS SUMMARY

     The following summary highlights information contained in this
prospectus.  In addition to reviewing this summary, you should read
this entire prospectus carefully, including the "Risk Factors"
section.  All Information included in this prospectus, and
incorporated by reference into this prospectus, should be considered
before investing in the common stock.

The Company

     We engage in, or hold controlling interests in entities that
engage in, radio, live entertainment and internet related businesses.
Through our Quality Communications, Inc. subsidiary, we operate an FM
radio station in Gillette, Wyoming that plays contemporary country
music. Through our Comedy Works, Inc. subsidiary, we operate a comedy
club in downtown Denver, Colorado.  Through our F2 Market, Inc.
subsidiary, we engage in internet-related businesses.

The Offering
The selling stockholders may sell a total of up to 6,300,000 shares of
common stock.  The shares will be acquired by the selling stockholders
pursuant to our Stock Plan.

The shares may be sold at market prices or other negotiated prices.
The selling stockholders have not entered into any underwriting
arrangements for the sale of the shares.

We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling
stockholders and subsequently exercised, we will use the proceeds from
those exercises for general and administrative expenses and working
capital.

Proposed Name Change
In May 2000, we determined to recommend to the stockholders for their
approval that our name be changed to "F2 Network Inc."  We anticipate
that the proposed name change will be voted upon by the stockholders
at a meeting that currently is anticipated to be held in January 2001.

Company Offices
Our offices are located at 5495 Marion Street, Denver, Colorado 80216,
telephone number (303) 382-1500.

                               RISK FACTORS

      PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH
THE OTHER INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE
INTO THIS PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.

Our auditor's report contains a "going concern" qualification.

     The independent certified public accountants' report on our
financial statements contains an explanatory paragraph, which, in
general, indicates that we have suffered recurring losses from
operations, have a working capital deficiency and have defaulted on a
substantial portion of our debt.  These conditions raise substantial
doubt about our ability to continue in business.  Our plans to address
this issue include obtaining additional financing, and/or extending
our existing debt obligations, and/or obtaining additional equity
capital and ultimately achieving profitable operations.  There is no
assurance that we will be successful in these plans.  In April 1999,
we were successful in obtaining financing from the First National Bank
of Gillette to pay debt to a creditor totaling $125,000, which came
due on March 31, 1999.  The financial statements do not include any
adjustments that might result from the going concern uncertainties.

The multimedia entertainment business is speculative in nature.

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

The inability to protect our property rights could hurt our business.

      Although we have developed, and continue to develop, our own
internet content and products, we have entered into license agreements
with respect to other internet products.  We cannot guarantee that
these license rights will provide us with significant protection from
competitors.  Property rights protection generally is uncertain, and
involves complex legal and factual questions.  To date, there has
emerged no consistent policy regarding the breadth of claims allowed
in connection with such property rights protection.  Therefore, we
cannot assure that any rights licensed to us will afford protection
against competitors with similar technologies and that we will have
the financial resources necessary to enforce our property rights.

      Even though we have licenses, under the terms of our license
agreements, we generally are responsible for protecting the
intellectual property rights subject to these agreements.  Challenges
may be instituted by third parties as to the validity, enforceability
and infringement of the rights.  The out of pocket costs, as well as
the lost time of management, associated with litigation to defend any
challenge to uphold the validity and enforceability and prevent
infringement of our licensed rights can be substantial.  We may also
be required to obtain additional licenses from others to continue to
refine, develop, and market new products.  We may not be able to
obtain any such licenses on commercially reasonable terms or at all or
that the rights granted pursuant to any licenses will be valid and
enforceable.  As a result of these possible factors, we may incur
substantial expenses to protect property rights.  This would result in
increased losses or reduced profits and also distract management from
pursuing more productive activities for us.

We need additional funding to sustain our operations.

      In order to continue to pursue our business plans fully, we will
need additional funding.  We do not have a steady source of revenue to
provide funding to sustain operations.  The availability of a reliable
source of revenue to sustain our operations is beyond our control.  If
we do not obtain additional funding, we may have to cut back or cease
our businesses, leading to additional losses and decreased stock
prices.

Intense competition could adversely impact our business.

      We compete in the areas of radio broadcasting, comedy club
operation and internet related businesses with other companies.  Many
of our competitors have substantially larger financial and other
resources than us.  In the internet area, companies with greater
financial resources than us have not been able to generate positive
cash flow or profits from operating internet related businesses.  From
time to time, there may be competition for, and shortage of,
broadcasting talent and comedians, and internet content and qualified
computer technicians.  We may therefore not be able to attract the
best available talent required to develop our businesses.  This
competition and these shortages could lead to an increase in costs
that could adversely affect us by increasing losses or reducing
profits.  We also compete with other companies for advertising on our
radio station and internet portal.  Our internet revenues are based on
the ability to attract advertisers.  In addition, the low cost of
entering internet related businesses may result in additional
competition in the future. All of these factors could lead to our
incurring higher costs and receiving lower revenues so that our losses
increase.

Technology changes could lead to competitive disadvantages and
additional costs.

      The internet related businesses in which we operate and intend
to operate are characterized by rapid and significant technological
advancements and introductions of new products and services using new
technologies.  As new technologies develop, we may be placed at a
competitive disadvantage, and competitive pressures may force us to
implement those new technologies at a substantial cost.  If other
companies implement new technologies before us, those companies may be
able to provide enhanced capabilities and superior quality compared
with what we are able to provide.  We cannot ascertain that we will be
able to respond to these competitive pressures and implement new
technologies on a timely basis or at an acceptable cost.  This could
attract our customers to competitors, reducing our revenues.  The
possibility of increased costs to keep up with technological
advancements and reduced revenues if customers depart would lead to
increased losses or reduced profits.

Limited liquidity in our common stock makes resales difficult.

     There may be no ready market for our shares and an investor
cannot expect to liquidate his investment regardless of the necessity
of doing so.  Historically, there has been an extremely limited public
market for our shares.  We cannot predict that the market will be
sustained or will expand.  The prices of our shares are highly
volatile.  Due to the low price of the securities, many brokerage
firms may not effect transactions and may not deal with low priced
securities, as it may not be economical for them to do so.  This could
have an adverse effect on developing and sustaining the market for our
shares.  In addition, there is no assurance that an investor will be
in a position to borrow funds using our shares as collateral because
lenders may require a more liquid form of security.

Penny stock regulations limit the liquidity of our stock.

      The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks".  Generally, penny
stocks are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or
quoted on the Nasdaq system).  If our shares are traded for less than
$5 per share, as they currently are, the shares will be subject to the
SEC's penny stock rules unless (1) our net tangible assets exceed
$5,000,000 during our first three years of continuous operations or
$2,000,000 after our first three years of continuous operations; or
(2) we have had average revenue of at least $6,000,000 for the last
three years.  We do not meet these requirements.  As a result, market
transactions in our shares are subject to the penny stock rules.  The
penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that
provides information about penny stocks and the nature and level of
risks in the penny stock market.  The broker-dealer also must provide
the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in
the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. In addition,
the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction.  These requirements may have the
effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules.  As
long as our shares are subject to the penny stock rules, the holders
of our shares may find it difficult to sell our shares.

Forward-Looking Statements And Associated Risks

     This prospectus contains forward-looking statements.  These
statements include:

      *     our growth strategies,
      *     our products and planned products,
      *     the need for additional financing,
      *     the need for and uncertainty with respect to necessary
            regulatory clearances,
      *     commercial acceptance of our products and planned
            products, and
      *     our ability to successfully commercialize our products and
            to achieve profitability in general.

      These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties,
some of which are beyond our control.  Actual results could differ
materially from these forward-looking statements as a result of the
factors described in this prospectus, including the "Risk Factors"
section.  These factors include regulatory, financial, market or
general economic influences.  In light of these risks and
uncertainties, there can be no assurance that the forward-looking
statements contained in this prospectus will in fact transpire or
prove to be accurate.

                               THE COMPANY

     On December 15, 1997, we changed our state of incorporation from
Colorado to Nevada and changed our name to First Entertainment Holding
Corp.  We were originally incorporated under the laws of Colorado on
January 17, 1985.  In May 2000, we determined to change our name to
"F2 Network Inc.", subject to stockholder approval, which has not yet
been obtained.  We anticipate that the proposed name change will be
voted upon by the stockholders at a stockholders meeting currently
planned for January 2001.

      Currently, we operate or hold controlling interests in three
active and two non-operating business segments.  The three active
segments are known as "Radio", "Live Entertainment" and "Internet".
The non-operating segments are known as "Film", "Video", and
"Retail".  Initially, our business consisted of the production of pre-
recorded travel guides and special interest videos.  In 1987, we
entered the radio broadcasting business by acquiring Quality
Communications, Inc., a Wyoming corporation pursuant to which we
operate the radio segment of our business. In 1992, we acquired a
controlling interest in First Films, Inc. ("First Films"), a publicly
held Colorado corporation, under which our live entertainment
operations currently are undertaken and under which our film
production activities previously were undertaken.  Since early 1999,
we have been developing relationships with Internet content providers,
advertisers and gaming companies in an attempt to create an Internet
site with links to entertainment and gaming content and to provide
Internet site development to other parties.  In addition, we have been
developing our own content in order to establish an Internet portal
emphasizing entertainment with links to other web sites.  The site is
located at www.FirstEntertainment.com.

      This prospectus relates to the resale of shares which may be
acquired by our employees or consultants pursuant to the Stock Plan, or
that may be acquired by employees or consultants upon exercise of
options that may be granted under the Stock Plan.

                     PROSPECTIVE SELLING STOCKHOLDERS

      There are an aggregate of 6,300,000 shares of common stock
reserved for issuance under the Stock Plan.  The shares are covered by
a registration statement on Form S-8 that we filed with the SEC on the
date of this prospectus.  This prospectus is a part of that
registration statement.

      As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan.  This prospectus covers the resale
of up to 3,000,000 shares that may be acquired in the future by our
directors and officers through grants under the Stock Plan and upon the
exercise of options granted under the Stock Plan.

      On October 31, 2000, a total of 38,551,628 shares of our common
stock were issued and outstanding.  The following table sets forth the
name and position of each prospective selling stockholder, each of
whom is a director or executive officer of our Company; the number of
shares of common stock owned as of October 31, 2000, including shares
which may be acquired pursuant to the exercise of outstanding options;
the number of shares covered by this prospectus; and the number of
shares and the percentage of all outstanding shares owned assuming the
sale of all the shares covered by this prospectus.

                                                          Shares      Percentage
                                 Shares Owned             Owned       Of Class
                                 Prior To        Shares   After       After
Name               Position      Offering        Offered  Offering    Offering
Doug Olson         President      5,449,369      1,000,000    4,449,369   11.2%
                   and Director    (1)(2)(3)            (7)

Howard Stern       Chief          5,602,604      1,000,000    4,602,604   11.6%
                   Executive       (1)(2)(3)            (7)
                   Officer,
                   Secretary,
                   Treasurer
                   and Director

Michael Marsowicz  Chief          5,492,707      1,000,000    4,492,707   11.1%
                   Technology   (1)(2)(3)(5)            (7)
                   Officer and
                   Director

------------------
*Less than one percent.

(1)   "Beneficial Ownership" is defined in the regulations promulgated
       by the U.S. Securities and Exchange Commission as having or
       sharing, directly or indirectly (i) voting power, which
       includes the power to vote or to direct the voting, or (ii)
       investment power, which includes the power to dispose or to
       direct the disposition, of shares of the common stock of an
       issuer.  The definition of beneficial ownership includes shares
       underlying options or warrants to purchase common stock, or
       other securities convertible into common stock, that currently
       are exercisable or convertible or that will become exercisable
       or convertible within 60 days.  Unless otherwise indicated, the
       beneficial owner has sole voting and investment power.

(2)    Includes 1,000,000 shares that may be issued pursuant to the
       Stock Plan as payment of compensation.

(3)    Assumes: (a) all contingencies described below in footnote 5,
       "Cancellation And Reissuance Of Options In September 2000" are
       satisfied and the 2,500,000 shares authorized to be issued to
       the named security holder are issued, and (b) the named
       security holder exchanges all options held by him on the date
       each threshold regarding the last sales price of the common
       stock is reached for twice as many options exercisable at the
       higher price.  As described below in footnote (5) "Cancellation
       And Reissuance Of Options In September 2000", only 25 percent
       of options granted pursuant to the Management Compensation plan
       are exercisable on the date of grant.  Therefore, the figure in
       the table above includes 1,250,000 shares issuable upon
       the exercise of options to purchase up to 1,250,000 shares of
       common stock until September 15, 2005, which number of options
       represents 25 percent of the total number of options which, if
       required to be issued to the named security holder within the
       next 60 days pursuant to the exchange provisions of the
       Management Compensation Plan, will be exercisable on the date
       of grant.  Each potential holder of these options has agreed to
       refrain from exercising any of these options until the Company
       has increased its authorized number of shares of common stock to
       at least 75 million or the Board otherwise determines that our
       authorized capital, assuming exercise of these options, is
       sufficient to satisfy our needs.  See footnote 5, below,
       entitled "Cancellation And Reissuance Of Options In September
       2000".

(4)    Includes options to purchase 500,000 shares for $.75 per share
       until October 10, 2001.  Mr. Marsowicz has agreed to refrain
       from exercising any of his options until the Company has
       increased its authorized number of shares of common stock to at
       least 75 million or the Board otherwise determines that our
       authorized capital, assuming exercise of the options described
       above in footnote (3), is sufficient to satisfy our needs.

(5)    Cancellation And Reissuance Of Options In September 2000

       On September 15, 2000, our Board of Directors enacted the 2000
       Management Compensation Plan to compensate directors, officers
       and consultants and to provide incentives for those persons in
       acting on behalf of the Company.  In order to participate in
       the Management Compensation Plan, officers and consultants were
       required to relinquish any options previously granted to them
       except that Mr. Marsowicz was not required to relinquish
       options he received as consideration for the sale to the
       Company of his interest in All That Media, Inc.  Options to
       purchase common stock have been issued pursuant to the
       Management Compensation Plan, and shares of common stock
       were authorized to be issued, to the following persons in the
       respective amounts indicated:
Recipient         Shares To Be Issued       Initial Options Granted
Howard Stern       2,500,000                1,250,000
Douglas Olson      2,500,000                1,250,000
Michael Marsowicz  2,500,000                1,250,000
Duane Knight       1,000,000                  500,000
Ronald Ratner      1,000,000                  500,000
Robert Fuchs         500,000                  250,000
-----------------------------------------------------
                  10,000,000                5,000,000
All recipients of shares and options under the Management
       Compensation Plan were officers and employees at the time of
       grant except for Mr. Knight, a consultant providing
       accounting and administrative services.  The options are
       exercisable at a price of $.08 per share until September 15,
       2005.  The closing sales price for the common stock on
       September 15, 2000 was $.08.  The options are exercisable 25%
       immediately and 25% on each of the first three anniversaries
       of the date of grant provided that the recipient continues to
       be a director, officer, employee or consultant at that
       respective time.  In addition, the options provide that when
       the last sales price for the common stock is at least $.16 per
       share for three consecutive trading days, the option holder
       may elect to exchange each option exercisable at $.08 per
       share for two options exercisable at $.16 per share.
       Similarly, the option holder may exchange each of his options
       for two options to purchase one share of common stock each at
       $.32 per share at such time as the last sales price for the
       common stock is at least $.32 per share for three consecutive
       trading days.  If these price levels are attained and if all
       the recipients of the initial options to purchase 5,000,000
       shares of common stock elect to exchange them for options
       exercisable at each of the higher prices, options to purchase a
       total of 20,000,000 shares would be outstanding at an exercise
       price of $.32 per share.

       Participants will not be issued the shares authorized by the
       Management Compensation Plan, and the Participants may not
       exercise the options granted pursuant to the Management
       Compensation Plan, unless either our authorized capital is
       increased to at least 75,000,000 shares of common stock or the
       Board otherwise determines that our authorized
       capital, assuming issuance of the shares and exercise of
       options granted pursuant to the Management Compensation Plan,
       is sufficient to satisfy the Company's needs.  Stockholder
       approval of an increase in authorized capital to 250,000,000
       shares is being sought at a proposed special meeting of our
       stockholders which currently is anticipated to be held in
       December 2000.

                        PLAN OF DISTRIBUTION

      The 3,000,000 shares covered by this reoffer prospectus will
be offered, if at all, by certain of our stockholders, and not by
us.  We anticipate that the shares may be offered pursuant to direct
sales to private persons and in open market transactions.  The
prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or
discounts by the prospective selling stockholders.  The prospective
selling stockholders have not informed us of any agreements with
brokers to sell any or all of the shares which may be offered hereby.

                          LEGAL MATTERS

      Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning
the validity of our shares offered by this prospectus.

                              EXPERTS

      The audited financial statements appearing in our Annual Report
on Form 10-KSB for the year ended December 31, 1999 have been audited
by Gordon, Hughes & Banks, LLP, independent certified public
accountants.  These financial statements are incorporated into this
prospectus by reference in reliance upon the report of the accountants
included with the financial statements and upon the authority of the
accountants as experts in auditing and accounting.

                         INDEMNIFICATION

      Section 78.7502(3) of the Nevada General Corporation Law (the
"Nevada Code") provides for mandatory indemnification by a corporation
of expenses, including attorneys' fees, incurred by a director or
officer in connection with any proceeding brought by reason of his
position as a director or officer, so long as he was successful, on the
merits or otherwise, in defense of a proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of the
corporation (a "Derivative Action"), because of his status as a
director, officer, employee or agent of a corporation if "he acted 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, had no reasonable cause to believe
his conduct was unlawful."

      In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.  However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.

      Our articles of incorporation provide that directors and officers
shall be indemnified to the full extent permitted by the Nevada Code.
Our bylaws provide that no director or officer shall be liable to us
for his acts or omissions resulting in a loss to us, except in cases
where the act or omission resulted from his willful misconduct, willful
neglect or gross negligence.  The bylaws also provide that we may
purchase and maintain liability insurance on behalf of any director,
officer, employee or agent regardless of whether he may be indemnified
pursuant to other provisions of the bylaws.

                        AVAILABLE INFORMATION

      This prospectus is part of the registration statement on Form S-
8, together with all amendments and exhibits, under the Securities Act
of 1933 that we filed with the SEC.  The registration statement
contains information that is not included in this prospectus.

      Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete, and, in
each instance, reference is made to the copy of the particular
contract or document filed as an exhibit to the registration
statement.  Each statement concerning a document that is filed as an
exhibit is qualified in all respects by reference to the copy of the
document filed as an exhibit. For further information with respect to
our business, please refer to the registration statement.

      In accordance with the requirements of the Securities Exchange
Act of 1934, as amended, we file reports, proxy statements and other
information with the SEC.  These reports, proxy statements and other
information can be read and copied at the Public Reference Room
maintained by the SEC at the following addresses:

      *     450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
      *     500 West Madison Street, Suite 1400, Chicago, Illinois
            60661-2511
      *     7 World Trade Center, New York, New York 10048

      Copies of these materials also can be obtained at prescribed
rates by writing to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.  You may obtain information
concerning the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  In addition, materials we file electronically
with the SEC are available at the SEC's Internet web site at
http://www.sec.gov.

           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents that previously were, or are required in
the future to be, filed with the SEC (File No. 0-15435) pursuant to the
Exchange Act are incorporated herein by reference:

      *     Our Annual Report on Form 10-KSB for the year ended
            December 31, 1999;

      *     Our Quarterly Reports on Form 10-QSB for the quarters ended
            June 30, 2000 and March 31, 2000;

      *     Our Current Reports on Form 8-K filed with the SEC on each
            of September 18, 2000 and August 24, 2000.

      *     the description of the common stock contained in our
            registration statement on Form 8-A as filed with the SEC on
            February 26, 1987; and

      *     all documents filed by us pursuant to Sections 13(a),
            13(c), 14 or 15(d) of the Exchange Act subsequent to the
            date of this prospectus and prior to the termination of the
            offering made hereby.

      Any statement contained in a document incorporated by reference
into this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that such statement is
modified or replaced by a statement contained in this prospectus or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference into this prospectus.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
replaced, to constitute a part of this prospectus.  We will provide
without charge to each person to whom a copy of this prospectus has
been delivered, upon the written or oral request of any such person, a
copy of any or all of the documents referred to above that have been or
may be incorporated in this prospectus by reference, other than
exhibits to such documents.  Written or oral requests for such copies
should be directed to Howard B. Stern , Chief Executive Officer, First
Entertainment Holding Corp., 5495 Marion Street, Denver, Colorado
80216, (303) 382-1500.

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference.

      The documents listed in (i) through (iv) below are incorporated
by reference in the registration statement.  All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part
thereof from the date of the filing of such documents.

        (i) the Company's Annual Report on Form 10-KSB for the year
            ended December 31, 1999;

       (ii) the Company's Quarterly Reports on Form 10-QSB for the
            quarters ended June 30, 2000 and March 31, 2000;

      (iii) the Company's Current Reports on Form 8-K filed with the
            SEC on each of September 18, 2000 and August 24,
            2000.

       (iv) the description of the Company's common stock contained in
            the Company's registration statement on Form 8-A as filed
            with the SEC on February 26, 1987; and

        (v) all documents filed by the Company pursuant to Sections
            13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
            the date of this prospectus and prior to the termination of
            the offering made hereby.

Item 4.  Description Of Securities.

      Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.

      Not Applicable.

Item 6.  Indemnification Of Officers And Directors.

      Section 78.7502(3) of the Nevada General Corporation Law provides
for mandatory indemnification by a corporation of expenses, including
attorneys' fees, incurred by a director or officer in connection with
any proceeding brought by reason of his position as a director or
officer, so long as he was successful, on the merits or otherwise, in
defense of a proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of the
corporation, because of his status as a director, officer, employee or
agent of a corporation if "he acted 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, had no reasonable cause to believe his conduct was
unlawful."

      In a derivative action or threatened derivative action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.  However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.

      The Company's articles of incorporation provide that directors
and officers shall be indemnified to the full extent permitted by the
Nevada Code.  The Company's bylaws provide that no director or officer
shall be liable to the Company for his acts or omissions resulting in a
loss to the Company, except in cases where the act or omission resulted
from his willful misconduct, willful neglect or gross negligence.  The
bylaws also provide that the Company may purchase and maintain
liability insurance on behalf of any director, officer, employee or
agent regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.

Item 7.  Exemption From Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      4.1   First Entertainment Holding Corp. Compensation Plan -
 2000F, dated October 20, 2000.

      5.1   Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.

     23.1   Consent of Patton Boggs LLP (included in Opinion in
Exhibit 5.1).

     23.2   Consent of Gordon, Hughes & Banks, LLP

     24.1   Power of Attorney (included in Part II of this
            Registration Statement under the caption "Signature").

Item 9.  Undertakings.

(a)   The undersigned Registrant hereby undertakes:

      1.    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
                  information 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;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
      not apply if the information required to be included in a post
      effective amendment by those paragraphs is contained in periodic
      reports filed by the Registrant pursuant to Section 13 or Section
      15(d) of the Exchange Act and are incorporated by reference to
      the registration statement.

      2.    That, for the purpose of determining any liability under
      the Securities Act, 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
      bona fide offering thereof.

      3.    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.

(b)   For purposes of determining any liability under the Securities
Act, 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 therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)   Insofar as indemnification for liabilities arising out of the
Securities Act 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
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liability (other than the
payment by the Registrant of expenses 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 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

                               SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on 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 of Denver, State of Colorado, on
the 2nd day of November 2000.

                                FIRST ENTERTAINMENT HOLDING CORP.

                         By:/s/ Howard B. Stern
                                Howard B. Stern, Chairman and CEO

                          POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this to
the registration statement appearing below, hereby constitute and
appoint Douglas R. Olson or Howard Stern and each or either of them,
with full power of substitution, as attorneys-in-fact in their names,
place and stead to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their name and hereby
ratify all that said attorneys-in-fact and each of them or his
substitutes may do by virtue hereof.

      Pursuant to the requirements of the Securities Act, as amended,
this registration statement has been signed by the following persons in
the capacities and on the date indicated.

Signature                      Title                        Date

/s/ Michael Marsowicz            Chief Technical       November 2, 2000
Michael Marsowicz                Officer and Director

/s/ Douglas R. Olson             President and         November 2, 2000
Douglas R. Olson                 Director

/s/ William Rubin                Director              November 2, 2000
William Rubin

/s/ Howard Stern                 Principal Executive   November 2, 2000
Howard Stern                     Officer, Principal
                                 Financial Officer,
                                 Principal Accounting
                                 Officer, and Director

                            Exhibit Index

      4.1  First Entertainment Holding Corp. Compensation Plan-2000F,
dated October 20, 2000.

      5.1  Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.

     23.1  Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).

     23.2  Consent of Gordon, Hughes & Banks, LLP

     24.1  Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").