14

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549
                                 
                                 
                            FORM 10-QSB

(Mark one)
[ X ]  Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

          For the fiscal quarter ended December 31, 1996

Commission file No.  0-18866

                                OR

[   ]  Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


                First National Entertainment Corp.
 (Exact name of small business issuer as specified in its charter)

        Colorado                              93-1004651
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                 Identification No.)

                                 
    600 Enterprise Drive, Suite 109, Oak Brook, Illinois  60521
             (Address of principal executive offices)

                           (630)  573-8209
       (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock $0.005 Par Value
                         (Title of Class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES [ X ] NO  [  ]

As of  February 10, 1997 the Registrant had outstanding
16,898,458 shares of its $.005 par value Common Stock.

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

First National Entertainment Corp.
CONSOLIDATED BALANCE SHEET
(Unaudited)


December 31,                                1996                 1995


ASSETS

Current Assets
  Cash                                      $29,810            $616,826
  Accounts receivable, net of allowance 
   for doubtful accounts of 
   $1,705,521 (1996) and $567,246 (1995)          0             383,813
  Film inventory                                  0             407,087
  Other                                       9,514              15,193

Total Current Assets                         39,324           1,422,919


Property and equipment, net                  41,470              43,653

Other Assets
  Film inventory, net of accumulated
     amortization of $7,913,891 (1996)
     and $6,752,023 (1995)                 2,648,210          3,795,117
  Intangible assets, net of accumulated
     amortization of $132,112 (1996)
     and $186,694 (1995) and other           119,966            370,511

Total Other Assets                         2,768,176          4,165,628


TOTAL ASSETS                              $2,848,970         $5,632,201


See accompanying notes to consolidated financial
statements.

First National Entertainment Corp.
CONSOLIDATED BALANCE SHEET
(Unaudited)


December 31,                                   1996              1995


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                           $240,921           $392,339
  Accrued expenses                            260,984            123,622
  Obligations under capital leases             21,081              9,972


Total Current Liabilities                     522,986            525,933


Obligations under Capital Leases                   --             14,086

Shareholders' Equity
  Preferred stock, $.0001 par value,
  authorized 10,000,000 shares,
  no shares issued and outstanding                 --                 --

  Common stock, $.005 par value,
  authorized 100,000,000 shares,
  issued and outstanding:
  16,898,458 shares                             84,495             84,576

  Paid in capital                           26,090,608         26,090,608
  Accumulated deficit                      (23,849,119)       (21,083,002)

Total Shareholders' Equity                   2,325,984          5,092,182

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                      $2,848,970         $5,632,201


See accompanying notes to consolidated financial statements.

First National Entertainment Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the three months ended December 31,           1996           1995

TOTAL REVENUES                                      $0            $60,000
COST OF REVENUES
  Amortization of film costs                         0             29,922

GROSS PROFIT (LOSS)                                  0             30,078


 OPERATING EXPENSES
  Marketing, selling  & royalties                    0             17,000
  General and administrative                   125,178          2,292,695


TOTAL OPERATING EXPENSES                       125,178          2,309,695


OPERATING LOSS                                (125,178)        (2,279,617)


OTHER INCOME (EXPENSE)                          55,014           (185,688)


NET INCOME (LOSS)                             $(70,164)       $(2,465,305)



NET LOSS PER SHARE                              $ (.00)            $ (.21)


Weighted average shares outstanding
                                             16,898,458        11,473,514


See accompanying notes to consolidated financialstatements.
                                                                   
                                                                   
First National Entertainment Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)



For the six months ended December 31,            1996             1995

TOTAL REVENUES                                 $103,579          $90,000
COST OF REVENUES
  Amortization of film costs                     51,790           44,883


GROSS PROFIT (LOSS)                              51,789           45,117


 OPERATING EXPENSES
  Marketing, selling  & royalties                18,826           17,000
  General and administrative                    323,276        2,500,536


TOTAL OPERATING EXPENSES                        342,102        2,517,536


OPERATING LOSS                                 (290,313)      (2,472,653)


OTHER INCOME                                     55,014          239,303


NET INCOME (LOSS)                             $(235,299)     $(2,233,116)



NET LOSS PER SHARE                               $ (.01)          $ (.19)


Weighted average shares outstanding
                                              16,898,458      11,473,514


See accompanying notes to consolidated financial statements.

First National Entertainment Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


For the six months ended December 31,             1996             1995

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income (loss)                           $(235,299)    $(2,233,116)

    Adjustments to reconcile net loss to net
     cash provided by operating activities:

    Amortization of film costs                     51,790          44,883
    Stock issued for services and compensation,net     --              --
    Other amortization, depreciation, write-offs  129,382          62,124

    Changes in operating assets and liabilities, 
    net                                           (73,056)       (255,597)


NET CASH (USED IN) OPERATING ACTIVITIES(127,183)(2,381,706)

CASH FLOWS FROM INVESTING ACTIVITIES:

    Acquisition of property and equipment         --    (13,910)
    Disposition of property and equipment         --     103,527


NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES                              --      89,617

CASH FLOWS FROM FINANCING ACTIVITIES:

    Officer Advances/(Repayments)                 --         --
    Notes Payable/(Repayments)                    --         --
    Common Stock Issuance/(Cancellation)          --   2,833,667


NET CASH (USED IN) FINANCING ACTIVITIES           --   2,833,667

NET INCREASE/(DECREASE) IN CASH             (127,183)    541,578

CASH - BEGINNING OF PERIOD                   156,993      75,248

CASH - END OF PERIOD                         $29,810    $616,826

See accompanying notes to consolidated financial statements.

First National Entertainment Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
December 31, 1996


NOTE 1  BASIS OF PRESENTATION


The  accompanying unaudited consolidated financial statements  have
been  prepared  in  accordance with generally  accepted  accounting
principles   for  interim  financial  information  and   with   the
instructions to Form 10-QSB. Accordingly, they do not  include  all
of  the  information  and footnotes required by generally  accepted
accounting  principles for complete financial  statements.  In  the
opinion of management, all adjustments considered necessary  for  a
fair  presentation  of the interim financial statements  have  been
included.   Operating  results for the three month  and  six  month
period  ended  December 31, 1996 are not necessarily indicative  of
the results that may be expected for the year ending June 30, 1997.
For  further  information,  refer  to  the  consolidated  financial
statements  and footnotes thereto included in the Company's  annual
report on Form 10-KSB for the year ended June 30, 1996.


NOTE 2 ACCOUNTS RECEIVABLE


On  August  16,  1994 the Company received an accounting  statement
from  Republic  Pictures ("Republic"), its film  distributor,  that
reported video sales and collection results for Happily Ever  After
through  June  30, 1994. This statement reflected a lower  producer
royalty payment than the Company had anticipated because of certain
assumptions, used by Republic in the accounting statement, that the
Company  believes were inconsistent with its distribution agreement
with  Republic.  The Company communicated these issues to  Republic
and  conducted  a comprehensive third-party special  audit  of  all
reported video results. Republic subsequently agreed to revise  the
August  16,  1994  accounting statement for the  number  of  videos
shipped, and on September 26, 1994 delivered payment to the Company
for  this  revised  accounting statement, plus  interest.  However,
according  to  the  special  auditor's report,  Republic  owes  the
Company  a  producer's bonus of 5% of the first one  million  units
sold, which approximates $256,000, in addition to amounts owed  the
Company  for foreign currency adjustments and excess units held  in
reserve  of  $184,000.  In the fiscal year ending  June  30,  1996,
Republic  reported  units sold of 389,000  units  but,  because  of
certain  cost  assumptions  used  by  Republic  in  submitting  its
accounting  for  these sold units, informed the Company  that  they
have  no  liability  for  producer royalty payments.   The  Company
maintains  that  under the terms of the Distributor Agreement  they
are   entitled  to  a  specific  amount  for  each  unit  sold   or
approximately  $1,150,000  for  1996.   The  Company   intends   to
vigorously  pursue  collection  efforts  with  respect   to   these
receivables, however, due to the uncertainty of the results of  the
collection efforts, the Company has provided an allowance  for  the
entire  outstanding amount due at June 30, 1996.  On  November  14,
1996,  Republic  submitted its final accounting statement  (covered
under  the  three year distribution agreement commenced  in  1993),
reporting  a  total of approximately 35,000 units sold  during  the
Company's first fiscal quarter ending September 30, 1996.  Like its
year end report, Republic continues to deny any financial liability
to  the Company.  Based on this, the Company has again provided for
an  allowance for the entire amount of its calculated revenues from
Republic in its financial statements.

During the third quarter of fiscal 1995 the Company shared in the
net profits from the sale of approximately 15,000 Happily Ever
After video games manufactured and distributed by American
Softworks Corporation ("ASC"). The Company recorded a receivable
from ASC for $175,000 (less the amount paid by ASC) representing
advances made to ASC for the developing of the video game.  ASC
disputed amounts owed under the contract. The amount of net
receivables (after costs of collection) due from American Softworks
Corporation at September 30, 1996, in the amount of $26,945,
represents the agreed upon settlement between the parties, and has
been received by the Company during the fiscal quarter ending
December 31, 1996.


NOTE 34  CONTINGENCIES


The  Company  received  notice from the Screen  Actors  Guild  that
supplemental residuals of 4.5% of the first $1,000,000 and 5.4%  of
all  remaining gross producer receipts are due them.  The Company's
entertainment counsel is researching the matter to determine if the
Company has a liability related to this matter.  As of the date  of
this  filing  there  has  been  no determination  and  the  Company
believes  that  if  any  residuals  are  due  they  should  be  the
responsibility of Lou Scheimer and Filmation (the original producer
of the film).

The Founders' Agreement of Stylus Records calls for certain actions
by  the Company if the Company's common stock price is not equal to
$5  or greater on March 31, 1996 (the stock price on April 1,  1996
was  $.25).   These actions relate to 60,000 shares of a  total  of
160,000  issued  in  April 1994 in exchange for the  Company's  80%
interest  in Stylus Records.  Per the Agreement, the Company  would
be  required to make up any shortfall in value, either in  cash  or
via  the  issuance of additional shares.  The Company has submitted
the  Agreement to its legal counsel to determine if  it  is  indeed
obligated to take such actions.


NOTE 4  SUBSEQUENT EVENTS


In  September  1996, the Company announced that it had  exclusively
optioned  the screenplay "Chicago Blues" from a local screenwriter.
Financing  for this live action feature was budgeted at  $1,000,000
and  would  be offered via the formation of Windy City Pictures  I,
LLC  ("WCPI").  The Company was to serve as executive  producer  of
this  movie and intends to produce two to three such productions  a
year  in  Chicago.  As of the date of this filing, the Company  has
chosen  not to renew its written option to produce "Chicago Blues,"
but  instead is in negotiations to replace this screenplay  with  a
new  project from the dozens of submissions the Company  has  since
received.  If optioned, this new project would be funded via  WCPI.
However, no assurance can be given that the option sought  will  be
consummated  or  the funding for this project or additional  movies
will be available.
                                                                   

NOTE 5  CONTINUING OPERATIONS


The Company has historically incurred operating losses, and to date
has  an accumulated deficit of approximately $23.8 million.   Since
new  management was installed at the end of fiscal year  1995,  the
Company  has  substantially  reduced  its  operating  overhead   by
reducing  full  time  staff  from 14  permanent  and  15  temporary
employees  to two permanent employees at the end of December  1996.
Additionally,  the Company's move from over 7,000  square  feet  of
office facility in Austin to under 1,000 square feet in the Chicago
area has substantially reduced administrative costs.  Settlement of
the  SEC  investigation with no financial penalties at the  end  of
fiscal  year  1995  and  the  shareholder  class  action  suit  for
primarily  Company issued equity in fiscal 1996 leaves the  Company
with no litigation pending as of this report.

In   August   1995,  the  Company  announced  plans  to   begin   a
diversification plan into the retail video store industry.  Several
acquisition  transactions  were closed during  the  first  half  of
fiscal  year  1996, however, these acquisitions were later  unwound
due  to the unavailability of debt financing during the second half
of fiscal year 1996.

The  Company  continues to explore entering the retail video  store
industry  and continues to hold discussions with video store  chain
owners  who desire to work with the Company to build a new publicly
held  chain.  The Company is reevaluating its pricing model as well
as  seeking alternative financing for its acquisition plans, taking
into  account  the  current conditions in the  retail  video  store
industry.  Of course, no assurance can be given as to the  ultimate
acceptance  of  the  Company's acquisition strategy  and  financing
structure by the market place.

The   Company's  distribution  agreement  with  Republic   Pictures
covering  Happily  Ever After (HEA) expired in October  1996.   The
television  distribution agreement of HEA previously reported  with
Seagull Entertainment was canceled as of June 30, 1996 for lack  of
performance.  The Company is currently in negotiations  with  other
distributors  for  both  TV  and video  rights  of  this  property.
Additionally,  the  Company  has been in  negotiations  to  produce
several  new animated features similar to HEA for direct  to  video
release.   However, these productions will call for the Company  to
raise  significant  additional capital, the availability  of  which
cannot be assured.

On  October  6, 1996 the Company's Board of Directors approved  and
issued  an Extension and Optional New Pricing Offer to the  holders
of  Warrants  from  its  Private  Placement  of  1,260,000  of  the
Company's common stock in December 1995.  These 1,260,000  Warrants
originally  entitled  the holders to purchase an  additional  share
each  of the Company's common stock at a price of $1.00 through  an
expiration  date of December 15, 1997.  The Extension and  Optional
New  Pricing  Offer  allows an extension at the  same  price  until
December  31, 1998 for no additional consideration OR an  extension
until  December  31, 1999 at a share price of $.15  for  additional
consideration  of $.05 per Warrant OR an extension  until  December
31,  2000 at a share price of $.05 for additional consideration  of
$.10 per Warrant.

The  Company is currently negotiating a secured line of credit from
certain  of  its shareholders in an amount of up to $400,000,  with
availability commencing in March 1997.  If finalized,  the  Company
will  grant  a  senior  lien  on  its  HEA  property  and  accounts
receivables  as  collateral  for this  line.   Additionally,  these
shareholders  will be issued common stock warrants as an  incentive
to  provide  the  line.  Securing of this working capital  line  of
credit  is  critical  for the Company to continue  its  operations.
However,  no  assurance  can  be  given  that  the  line  will   be
successfully negotiated or that the Company will have  the  funding
to continue its operations.

The  Company  continues  to seek additional  opportunities  in  the
animation,  live  action movies and retail video store  arenas,  in
addition to non-entertainment acquisitions.

                                                                   

                              Item 2.
                First National Entertainment Corp.
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                OPERATIONS AND FINANCIAL CONDITION

Overview

       First  National  Film  Corp.  was  founded  to  pursue   the
acquisition,   distribution,  and   marketing   of   high   quality
entertainment properties targeted at the family market in all forms
of  media.  The Company left the development stage and entered  the
operational  stage in 1993 concurrent with the national  theatrical
release  of its animated motion picture Happily Ever After and  the
resultant generation of revenues.

      The  Company initiates the recognition of revenues  from  its
entertainment properties when it releases them for sale into  their
primary   and/or  secondary  markets.  Revenue  recognition   often
precedes  revenue collection due to substantial collection  cycles,
which   are   common  for  the  entertainment  industry.   Extended
collection  periods could adversely affect the Company's liquidity.
Revenues and results of operations for any period are significantly
dependent upon the public acceptance of the Company's entertainment
properties  and  products, and, as such, may  materially  fluctuate
from  period  to period, and may not be indicative  of  results  in
future periods.

      For  theatrical, video, merchandising, television, and  other
film-related   revenues,  the  Company  uses  the  individual-film-
forecast  computation  method  as promulgated  under  Statement  of
Financial  Accounting  Standards No.  53,  Financial  Reporting  by
Producers  and  Distributors of Motion Picture  Films.  Under  this
method,  film costs for each period are amortized in proportion  to
the  revenue earned in the current period, relative to management's
estimate of the total revenue to be realized from all markets for a
given film over its commercial life. Film costs include
acquisition   costs,   distribution  costs,   print   and   certain
advertising  costs, and all other related exploitation costs  which
benefit  future  periods.  Management  reviews  its  total  revenue
estimates  for  its film properties on a regular basis,  which  may
result in changes of projections of film revenues, costs, and  rate
of  cost  amortization. Net income for any period may therefore  be
affected  by the Company's revenue projections and amortization  of
film costs.

      The  Company's unamortized film costs associated with Happily
Ever  After  totaled approximately $2.65 million  at  December  31,
1996.   To  date, the Company has amortized over 75% of  its  total
capitalized  costs for this film, the majority of which  have  been
matched  against  home  video producer royalties  earned  from  the
Company's Republic contract.

     For future album, soundtrack, merchandising, publishing, music
video, and mechanical revenues, the Company will use the accounting
standards  provided  for  in FAS 50.  Under  these  standards,  the
Company  will  recognize  license fee  revenues  when  the  earning
process is complete and minimum guaranteed revenues are earned. The
Company  will  record  advance royalty payments  to  its  recording
artists  as  an  asset  when paid and as an expense  when  actually
earned by the artists, provided it is reasonable to consider  these
costs will be recoupable by the Company. The cost of record masters
which are reasonably considered to be recoupable will be treated as
an asset of the Company.

Results of Operations

The  Company recorded no revenues from operations during its second
fiscal  quarter  of 1996 ended December 31, 1996,  as  compared  to
$60,000  in  the  comparable  period  of  the  prior  fiscal  year.
Revenues of $103,579 were recorded for the first six months of this
fiscal year as compared to $90,000 in the comparable period of  the
prior fiscal year.  Both current period and prior period sales were
derived  from  sales  of the Company's home video  version  of  its
feature film property Happily Ever After.  Current period and prior
period  sales  were  estimated based on information  from  Republic
Pictures.   Since  no accounting statements were furnished  to  the
Company  from Republic Pictures for the prior year (as required  by
the  distribution  agreement), the Company  has  had  to  make  its
estimates  based  on  verbal conversations with Republic  Pictures.
Current  period  revenue figures are based only on the  units  sold
reports provided by Republic (See Note 2 - Accounts Receivable.)

Amortized  film  costs and marketing, selling and  royalty  expense
associated with the second quarter's revenues were zero as compared
to $29,922 and $17,000 respectively in the comparable period of the
last  fiscal  year. For the first six months of the current  fiscal
year as compared to the same period last year, amortized film costs
and marketing, selling and royalty expense were $51,790 and $18,826
respectively  versus  $44,883 and $17,000  respectively.  Amortized
costs  related to the aforementioned revenues were earned  via  the
home video release of Happily Ever After.  To date, the Company has
amortized   approximately  $7.9  million  or  75%  of   its   total
capitalized costs of Happily Ever After.

Operating  expenses totaled $125,178 during the first  quarter,  as
compared  to  $2,309,695 in the comparable  quarter  of  the  prior
fiscal  year.  Operating expenses for the first six months  of  the
current fiscal year were $342,102 as compared to $2,517,536  during
the  comparable  period  of  the prior fiscal  year.   General  and
administrative  (G&A) expenses totaled $125,178 during  the  second
quarter, as compared to $2,292,695 in the comparable quarter of the
prior  fiscal  year. G&A expenses for the first six months  of  the
current fiscal year were $323,276 as compared to $2,517,536  during
the  comparable  period  of  the prior fiscal  year.   The  largest
component  of  the  current quarter's and six  month  period's  G&A
expenses was based on a full provision for doubtful accounts of the
entire  amount  of  each  period's revenue.   The  previous  year's
quarterly  and six month period's G&A expenses consisted mostly  of
the  settlement of the shareholders' class action litigation.  (See
Note 5 - Continuing Operations.)

The  Company had a net loss of ($70,164) or ($.00) per share during
the second quarter ended December 31, 1996, as compared to net loss
of  ($2,465,305) or ($.21) per share in the comparable  quarter  of
the  previous fiscal year.  A net loss of ($235,299)  or ($.01) per
share  was incurred for the first six months of the fiscal year  as
compared  to  a  loss of ($2,233,116) or ($.19) per share  for  the
comparable period of the prior fiscal year.  During the  six  month
period  of  the  current  fiscal year, the Company  received  about
$55,000 of non-operating income, substantially all of which was due
to  a  buydown and extension of stock warrants (See "Liquidity  and
Capital Resources" below), as compared to the comparable six  month
period  of  the  prior  year,  when the  Company  sold  its  office
furnishings  and  fixtures as well as its  office  equipment  to  a
former officer of the Company for $550,000 and recognized a gain on
the sale of approximately $450,000.

Liquidity and Capital Resources

At  December 31, 1996, the Company had cash and cash equivalents of
$29,810  and no net accounts receivable. The Company had additional
accounts  receivable of $1,705,521, which are totally reserved  for
by  an  allowance for doubtful accounts related to its distribution
agreement with Republic. (See Note 2 - Accounts Receivable.)

The  Company had $2,848,970 in total assets and $522,986  in  total
liabilities  at the end of its second fiscal quarter of  1996.  The
majority  of  the  Company's assets are  comprised  of  capitalized
inventory  costs  for  Happily Ever After.  The  Company  plans  to
amortize  its  capitalized inventory costs against future  revenues
from  this  property, although there can be no assurance  that  the
Company will be able to generate sufficient revenues to realize its
complete investment in this property.

On  October  6, 1996 the Company's Board of Directors approved  and
issued  an Extension and Optional New Pricing Offer to the  holders
of  Warrants  from  its  Private  Placement  of  1,260,000  of  the
Company's common stock in December 1995.  These 1,260,000  Warrants
originally  entitled  the holders to purchase an  additional  share
each  of the Company's common stock at a price of $1.00 through  an
expiration  date of December 15, 1997.  The Extension and  Optional
New  Pricing  Offer  allows an extension at the  same  price  until
December  31, 1998 for no additional consideration OR an  extension
until  December  31, 1999 at a share price of $.15  for  additional
consideration  of $.05 per Warrant OR an extension  until  December
31,  2000 at a share price of $.05 for additional consideration  of
$.10 per Warrant.

The  Company is currently negotiating a secured line of credit from
certain  of  its shareholders in an amount of up to $400,000,  with
availability commencing in March 1997.  If finalized,  the  Company
will  grant  a  senior  lien  on  its  HEA  property  and  accounts
receivables  as  collateral  for this  line.   Additionally,  these
shareholders  will be issued common stock warrants as an  incentive
to  provide  the  line.  Securing of this working capital  line  of
credit  is  critical  for the Company to continue  its  operations.
However,  no  assurance  can  be  given  that  the  line  will   be
successfully negotiated or that the Company will have  the  funding
to continue its operations.



                    Part II - OTHER INFORMATION
                                 
             Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     (27) Financial Data Schedule

(b)  Reports on Form 8-K

      On   January 14, 1997 the Company filed an 8-K report stating
that  on  December 31, 1996, the board of directors of the  Company
authorized  the issuance as an additional incentive to  Windy  City
Pictures  I, LLC (WCPI)  investors one million warrants to purchase
the  common stock of the Company at the current market value as  of
December  31,  1996,  which  is one sixteenth  of  a  dollar;  such
warrants  to  be issued on a pro rata basis to the  amount  of  the
investment  made only upon the full $1 million dollar  funding  and
expiring  on December 31, 1997.  The Company will have  the  right,
but  not the obligation to repurchase any shares bought under  said
warrants  for  a period of two years from the date of  purchase  of
said shares at a price of two and one sixteenth dollars.

     On January 14, 1997 the Company filed an 8-K report stating
that Joanne K. Fabere, resigned as a member of the board of
directors and officer of First National Entertainment Corp. on
December 31, 1996.
                              Item 6.
                            Exhibit 27
                      Financial Data Schedule
                         December 31, 1996
                                 
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
 FIRST NATIONAL ENTERTAINMENT CORP'S BALANCE SHEET AT DECEMBER 31,
1996 AND STATEMENTS OF OPERATIONS FOR SIX MONTHS ENDED DECEMBER 31,
                               1996.

                               Six Months
                               (Unaudited)

Article                     5
Period-Type                 6 mos.
Fiscal-Year-End             Jun-30-1997
Period-End                  Dec-31-1996
Cash                        29,810
Securities                  ---
Receivables                 ---
Allowances                  ---
Inventory                   ---
Current-Assets              39,324
PP&E                        41,470
Depreciation                ---
Total-Assets                2,848,970
Current Liabilities         522,986
Bonds                       ---
Preferred-Mandatory         ---
Preferred                   ---
Common                      84,495
Other-Securities            ---
Total Liabilities and       2,848,970
Equity
Sales                       
Total Revenue               103,579
CGS                         51,790
Total Costs                 342,102
Other-Expenses              ---
Loss Provision              ---
Interest-Expense            ---
Income-Pretax               ---
Income-Tax                  ---
Income-Continuing           ---
Discontinued                ---
Extraordinary               ---
Changes                     ---
Net Income                  (235,299)
EPS-Primary                 (.01)
EPS-Diluted                 (.01)
                            

                                 SIGNATURE


Pursuant  to  the  requirements of the Securities Exchange  Act  of
1934,  the  Registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto  duly authorized.


                              First National Entertainment Corp.




Dated:   March 4, 1997        /s/ Stephen J.Denari
                              Stephen J. Denari
                              President