UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549

                                    Form 10-KSB

      [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                                [FEE REQUIRED]

                        For the Fiscal Year ended:

                             December 31, 1998

                                       OR
       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                           [NO FEE REQUIRED]
                      Commission File No. 0-15435

                     FIRST ENTERTAINMENT HOLDING CORP.
 (Name of Small Business Issuer as Specified in its Charter)

     Nevada                                    84-0974303
 (State or Other Jurisdiction of         (I.R.S. Employer
 Incorporation or Organization)         Identification Number)

                     7887 E. Bellview, Suite 1114
                         Englewood, CO 80111
       (Address of Principal Executive Offices,Including Zip Code)

Registrant's telephone number, including area code:  (303) 228-1650

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

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

                  Common Stock, $.008 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      

Check if there are no disclosure of delinquent filers in 
response to Items 405 of Regulation S-B in this form, and no 
disclosure will be contained, to the best of registrant's 
knowledge, in definitive proxy or information statements 
incorporated by reference n Part III of this Form 10-KSB or any 
amendments to this Form 10-KSB.  [   ]

State issuer's revenues for its most recent fiscal year. $ 
2,232,933

As of February 28, 1999, there were 10,046,795 shares of common 
stock (the Registrant's only class of voting stock) 
outstanding.  The aggregate market value of the 9,046,758 
shares of common stock of the Registrant held by nonaffiliates 
on February 28, 1999 was approximately $2,685,982 (based on the 
mean of the closing bid and asked prices).  

Documents incorporated by reference:  None




















INDEX TO FORM 10-KSB


PART I

  Item 1         Description of Business

  Item 2         Description of Property

  Item 3         Legal Proceedings

  Item 4         Submission of Matters to a Vote of 
                 Security Holders

PART II

  Item 5         Market for Common Equity and Related
                 Stockholder Matters

  Item 6         Management's Discussion and Analysis or
                 Plan of Operation

  Item 7         Financial Statements

  Item 8         Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure

PART III

  Item 9        Directors, Executive Officers, Promoters and
                Control Persons

  Item 10      Executive Compensation

  Item 11      Security Ownership of Certain Beneficial Owners
               and Management

  Item 12      Certain Relationships and Related Transactions

PART IV

  Item 13      Exhibits, Lists and Reports on Form 8K
                 A)  Exhibits
                 B)  Reports on Form 8-K














PART I
Item 1.  Description of Business

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

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

Radio

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

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

   Live Entertainment

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

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

Video

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

Retail  

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

The result of operations of ASOTV for the years ended December 31, 1998 
and 1997 are disclosed as discontinued operations.

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

Internet Activities

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

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

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

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

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

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

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

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




Other Business Developments

Balzac

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

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

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

Letters of Intent

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

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

On September 15, 1998, the Company entered into a definitive agreement 
with SportsNet, Inc. (SNI)  The effective date of the Agreement will be 
ten days after the following two events have occurred; (i) SNI has 
completed a financing of not less than $1,000,000 and (ii) the Company 
has entered into a contract with a credit card processor for 
participants in the Games satisfactory to both the Company and SNI.  
The Agreement, if and when it becomes effective, would continue in 
effect as long as the Company has a valid internet gaming license 
issued by the Commonwealth  of Dominica or would terminate upon 
revocation of such license by the Commonwealth of Dominica.

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

Global Games

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

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

Competition

Radio

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

  Live Entertainment

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

Licenses

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

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

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

Seasonality

Radio

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

Live Entertainment

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


Employees

First Entertainment Holding Corp 

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

Radio

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

Live Entertainment

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

Retail

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

Item 2.  Description of Property

First Entertainment Holding Corp. 

The Company's executive offices are located at 7887 E. Bellview, Suite 
1114, Englewood, CO 80111 and are leased under the terms of a 14-month 
lease, which terminates in October 1999.  Monthly rental is 
approximately $1,100.  In August, 1998 the Company subleased its prior 
executive office space in an effort to further reduce its operating 
overhead.  The Company has not been relieved of its obligation as the 
primary lessee under its prior office lease as a result of the sub-
lease. 

Radio

The Company has facilities in Gillette, Wyoming which house the radio 
station, 100.7, The Fox.  In April, 1996  the Company purchased the 
land and building which houses the radio station for $300,000 and the 
land under which the FM tower sits for $125,000. 

Live Entertainment

Comedy Works Larimer Square leases its premises under the terms of a 
new 10 year lease, which expires January 31, 2008.  

Lease payments in the first year of the lease term, January 1, 1998 to 
December 31, 1998, shall be the total of (i) 8% of gross sales of 
alcoholic beverages, (ii) 6% of gross sales of food related products 
and (iii) 4% of gross sales relating to door admission.

Lease payments for the period January 1, 1999 to December 31, 2003 
shall be based on percentage rent as computed above but shall not be 
less than 75% of the average percentage rent paid during the three year 
period January 1, 1996 to December 31, 1998.  Lease payments for the 
period January 1, 2004 to January 31, 2008 shall not be less than 75% 
of the average on percentage rent paid during the three year period 
January 1, 2001 to December 31, 2003.  Average annual percentage rent 
paid during the period January 1, 1996 to December 31, 1998 was 
$84,140.

   Item 3. Legal Proceedings

First Entertainment

FEHC knows of no litigation pending, threatened, or contemplated, or 
unsatisfied judgments against it, or any proceedings of which FEHC or 
any of its subsidiaries is a party, except as specified below.  FEHC 
knows of no legal actions pending or threatened, or judgment entered 
against any of its officers or directors or any of its subsidiaries in 
their capacities as such, except as specified below.  

In May 1997, David Spolter and Faige Spolter ("Spolter") filed a 
lawsuit against FEHC in the Superior Court of the State of California.  
The plaintiffs alleged various federal and state securities violations 
and sought recovery of their $75,000 investment plus damages.  On July 
1, 1998 Spolter and FEHC entered into a settlement agreement whereby 
FEHC agreed to pay Spolter $150,000,  $25,000 was paid upon execution 
of the Settlement Agreement and the remaining $125,000 shall be payable 
in monthly installments of $5,000 a month until July 15, 1999 at which 
time all unpaid principal and interest shall become due and payable.  
The note bears interest of 10% per annum.  FEHC agreed to pledge all of 
its stock of its wholly owned subsidiary, Quality Communications, Inc. 
as collateral on the note and to provide a security interest in all 
assets of Quality Communications, Inc.  In the event of default, the 
amount due shall be $180,000 plus interest at 10% from June 1, 1998, 
less amounts previously paid.  In addition, any principal and interest 
amounts shall be due immediately and payable upon sale of the radio 
station in Gillette, Wyoming.

In 1997, Sharon K. Doud filed a civil action against FEHC, AB Goldberg 
and Quality Communications for breach of contract, fraud and 
misrepresentation for failure to convert Class C Convertible Preferred 
Stock into 91,240 shares of common stock.  In April, 1998 a settlement 
agreement was reached between FEHC and Sharon Doud whereby FEHC was 
required to pay $6,150 in legal fees, issue a promissory note in the 
principal sum of $125,000 bearing interest at 9.5% per annum due March 
31, 1999 and the Class C Convertible Preferred Shares were cancelled.

During 1997 and 1998, the Company, certain officers and directors of 
the Company and other unrelated parties received requests for 
information from the U.S. Securities and Exchange Commission ("SEC") 
related to an investigation begun by the SEC during 1997 into various 
matters. The Company has since been notified by the Central Regional 
Office of the SEC that it plans to recommend to the Commission that an 
enforcement action be instituted against the Company, its president and 
a former director for failure to make required filings and failure to 
report certain information required by the securities laws.  The 
Company believes it has made all required filings to date and believes 
it has disclosed all information required by the securities laws. There 
can be no assurance as to the final outcome of the investigation or the 
impact, if any, on the operations of the Company.  

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a security holders vote during 
fiscal year ended December 31, 1998.

Item 5. Market for the Company's Common Equity and Related Stockholder 
Matters

The Company's common stock was traded on NASDAQ in the over-the-counter 
market and since October 1988, had been included in NASDAQ.  On 
February 5, 1998 the Company was notified that as of the close of 
business that day, the Company's stock would be delisted from NASDAQ 
for failure to meet the minimum bid requirement.  Effective February 6, 
1998 the Company's stock is trading on the OTC Bulletin Board.  The 
following table sets forth the high and low bid quotation for the 
Company's common stock for each quarterly period in 1998 and 1997.  As 
of February 28, 1999, there were approximately 1,150 shareholders of 
record of the Company's common stock.  Holders of common stock are 
entitled to receive such dividends as they may be declared by the 
Company's Board of Directors.  No dividends are anticipated to be paid 
in the foreseeable future.  

<TABLE>
                                                  Bid Price           
                                            High            Low     
<S>                                         <C>            <C> 
  1998
 First Quarter                              $   .75        $   .25
 Second Quarter                                 .71            .20
 Third Quarter                                  .77            .21
 Fourth Quarter                                 .48            .12

  1997
 First Quarter                              $  2.22        $   .75
 Second Quarter                                1.47            .84
 Third Quarter                                 1.25            .72
 Fourth Quarter                                 .91            .66
</TABLE>
Item 6. Management Discussion and Analysis or Plan of Operation

Fiscal 1998 as Compared to Fiscal 1997

The Company had a net loss from continuing operations of 
approximately$752,000 in 1998 and $2.9 million in 1997.

Overall revenues decreased approximately $91,000 or 4%, from $2.3 
million in 1997 to $2.2 million in 1998.  Live entertainment revenues 
decreased 3% from $1.39 million in 1997 to $1.35 million in 1998. The 
Comedy Club has been successful in bringing in highly recognized 
headliners, some of which performed special engagements during the week 
when attendance is less than on weekends.  Despite decreased 
attendance, food sales and liquor sales have increased however there 
has been an overall decrease in live entertainment revenue.  The 
decrease is attributable to admission revenues.  Overall, the industry 
has seen a decline in attendance at comedy clubs nationwide, although 
the Denver comedy club has been able to retain attendance.  With the 
decrease in live entertainment sales in 1998, cost of sales has also 
decreased 6% from $1.2 million in 1997 to $1.1 million in 1998.  The 
largest component of cost of sales, live entertainment, is labor, 
including entertainers' compensation, which decreased from $655,472 in 
1997 to $590,864 in 1998.  All of the $65,000 decrease in labor costs 
is attributable to a decrease in entertainers' compensation .

Radio sales have increased 4% from $772,000 in 1997 to $804,000 in 1998 
primarily due to an increase in ad sales of $28,000 and an increase in 
trade show income of $8,000.  Although, concert income decreased 
$28,000 in 1998 radio ad-sales increased $28,000.  The radio station in 
Gillette, Wyoming is a country music format and began promoting 
concerts in 1995 for up and coming country music performers.  Revenue 
from concerts was $28,000  in 1998 and $56,000 in 1997.  The radio 
station still has the largest audience share in Gillette, Wyoming.  
Cost of ad-sales has increased by $25,000, or 5% from 1997 to 1998 
primarily due to the increase in revenues of $32,000.  The single 
largest component of cost of radio sales is labor which was $290,000 in 
1998 and $280,000 in 1997.  The radio station has been successful in 
increasing radio revenues without adding additional employees.  The 
radio station is continuing in its efforts to manage its costs and as 
such has substantially reduced its operating overhead.

Video sales in 1997 represents the sale of video distribution rights in 
the U.S. for $50,000.  The Company is no longer active in the video 
distribution market.

Other revenue decreased from $112,000 in 1997 to $75,000 in 1998.  
Other revenue consists primarily of T-shirt, coupon books, cigarette 
sales and booking agent fees.  Other revenues in 1997 includes $62,500 
from a third party paid to the Company to buy-out its office space.  
The unrelated third party needed additional office space and was 
willing to pay the Company an incentive to move including the costs of 
moving.  In September 1998, the Company moved to new office space.  
Other income in 1998 includes $47,000 in rental income from the 
subleasing of office space which commenced September 1, 1998.  
Excluding the $62,500 from other revenue in 1997 and excluding the 
$47,000 from other revenue in 1998, other income in 1997 was $49,800 as 
compared to $28,000 in 1998.

Impairment write downs represents the write down of the Balzac note 
receivable of approximately $81,400 in 1998 and $902,000 in 1997 to its 
estimated net realizable value of $0 and $81,340, respectively and a 
write down of the Company's investment in Global Internet of $557,899 
in 1997 to its estimated net realizable value of $0.


Depreciation and amortization decreased from $141,000 in 1997 to 
$104,000 in 1998.  The decrease of $ 37,000 is primarily due to the 
fact that more assets are becoming fully depreciated in 1998 than in 
1997.

Management and administrative fees from  affiliates decreased 6% from 
$240,000 in 1997 to $225,000 in 1998.  The underlying agreement, which 
provides for services valued at $20,000 per month was reduced to 
$14,000 per month effective September 1, 1998.  

Selling, general and administrative expenses (SG&A) decreased from 
$1.53 million in 1997 to $787,000 in 1998, a decrease of approximately 
$745,000.  The Company made a concerted effort to reduce SG&A during 
1998 and 1997 which resulted in significant savings.  There were 
certain transactions which had an adverse effect on SG&A for 1998 and 
1997.  Legal fees were approximately $170,000 in 1997 compared to 
$118,000 during 1998.  Compensation and consulting fees were 
approximately $361,000 for 1998 compared to $568,000 for 1997. NASDAQ 
fees and shareholder expense decreased $16,000 from 1997 to 1998.  
Travel and entertainment expense also decreased $20,000 between 1997 
and 1998.  Included in SG&A in 1997 was compensation resulting from the 
issuance of stock options and warrants totaling $434,000 as compared to 
$66,000 in 1998.  In addition, in 1997 SG&A included a charge of 
$10,000 resulting from litigation settlements which did not occur in 
1998.

Notes payable and long term debt was $1,284,500 in 1997 and $1,184,100 
in 1998.  The average outstanding balance of long term debt was 
$1,173,000 in 1997 as compared to $1,234,300 in 1998.  The increase in 
interest expense between 1997 and 1998 is because overall the weighted 
average balance in notes payable in 1997 was less than in 1998.  At 
December 31, 1997 the Company accrued $275,000 as the result of a 
litigation settlement subsequent to year-end.  These amounts did not 
accrue interest during 1997.  Interest on the litigation settlements in 
1998 was $15,400.

  Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared 
assuming that the Company will continue as a going concern.  The opinion 
of the Company's independent auditor delivered in connection with the 
Company's financial Statements for fiscal 1998 and 1997 also contain an 
explanatory paragraph relative to the going concern uncertainty. As 
discussed in Notes A and E to the consolidated financial statements, the 
Company has suffered recurring losses from operations, has a working 
capital deficiency of approximately $1.5 million, has negative net worth 
of approximately $483,000, and is in default on nearly $386,000 of its 
notes payable as of December 31, 1998.  In February, 1998 the Company 
was delisted from NASDAQ for failure to meet the minimum bid price.  The 
delisting from NASDAQ has impaired the Company's ability to raise equity 
financing.  These conditions raise substantial  doubt about the 
Company's ability to continue as a going concern. The consolidated 
financial statements do not include any adjustments that might result 
from the outcome of these uncertainties.

Management's plans with regard to the Company's ability to continue as a 
going concern include continued raising of equity financing, 
restructuring of its debt obligations, evaluating mergers and 
acquisitions to improve market share or operational synergies and 
improving efficiency of operations. For several years, losses from 
operations have resulted in significant cash deficiencies and have 
hindered the Company's ability to properly fund certain business 
segments, to make them profitable or to expand current business 
segments. The Company must generate additional revenues that must come 
from sources other than the existing business segments.  The existing 
business segments will not generate sufficient operating income to cover 
SG&A and other overhead costs.  Therefore new business opportunities 
will be needed for the Company to continue in the long term.  The 
Company is always evaluating additional business opportunities but is 
limited due to its lack of working capital. 

The Company has been successful in 1998 and in 1997 in financing 
operations through issuance of common stock in settlement of accounts 
payable and in exchange for services.  This form of payment has reduced 
the cash requirements of the Company.  In 1998, the Company issued 
986,016 shares of common stock for services valued at $360,743 or $.36 a 
share.  In 1998, the Company also issued 130,000 shares of common stock 
for life insurance premiums.  In 1997, the Company issued 751,600 shares 
of common stock for services valued at $676,215 or an average of $.90 
per share.  In 1997, the Company issued 440,000 shares of its common 
stock in settlement of accrued bonuses of $270,800 and in 1998 issued 
83,750 shares of common stock in settlement of accounts payable.  Of the 
total costs and expenses of $2.8 million in 1998 and $5.1 million in 
1997, $402,000 was paid by stock in 1998 and $676,000 was paid by stock 
in 1997.  Stock issued for services as a percentage of revenues was 
17.9% in 1998 and 29% in 1997.  Capital expenditures needed by existing 
business segments to increase sales and profitability are minimal.

During 1998 the Company was successful in raising approximately 
$213,000, net of offering costs, in equity financing in a private 
offering, but there can be no assurance that the Company would be 
successful in raising the additional equity financing.  As of December 
31, 1998 the Company has cash and cash equivalents of approximately 
$110,000 which it believes is not sufficient to meet its existing 
obligations through December 31, 1999 even if the Company can continue 
to be successful in issuing common stock for services as it has done in 
prior years.  The Company has a note payable due March 31, 1999 in the 
amount of $125,000.  The note is secured by property in Gillette, 
Wyoming on which the Company's radio station operations are located.  In 
March, 1999 the Company received a verbal commitment from the First 
National Bank of Gillette to loan the Company the $125,000 to pay off 
the note. 

The Company also has a note payable due July 31, 1999 in the amount of 
$66,000 and unless the terms are extended or the Company raises 
sufficient funding to pay the note when it comes due, the Company may 
default on the note.

A valuation allowance offsetting the Company's total net deferred tax 
asset has been established to reflect management's evaluation that it is 
more likely than not that all of the deferred tax assets will not be 
realized.

"YEAR 2000 PROBLEM".  The Company is aware of the issues associated 
with the programming code in existing computer systems as the millenium 
(Year 2000) approaches.  The "Year 2000" problem is pervasive and 
complex as virtually every computer operation will be affected in some 
way by the rollover of the two digit year value to 00.  The issue is 
whether computer systems will properly recognize date sensitive 
information when the year changes to 2000.  Systems that do not properly 
recognize such information could generate erroneous data or cause a 
system to fail.  The Company has determined to purchase new software and 
computers which are Year 2000 compliant.  The new software will be in 
place by December 31, 1998 and will cost less than $10,000.  
Substantially all of the internal accounting function has been 
outsourced to a third party company.  The Company has been assured from 
the third party company that their accounting software and computers, 
file servers and other network systems are Year 2000 Compliant and that 
services should not be interrupted. 

RECENT ACCOUNTING PRONOUNCEMENTS. 

In June 1997, FASB issued Statement of Financial Accounting Standards 
No. 130, entitled "Reporting Comprehensive Income" ("SFAS 130") and 
Statement of Financial Accounting Standards No. 131, entitled 
"Disclosure about Segments of Enterprise and Related Information" 
(SFAS 131).  SFAS 130 establishes standards for reporting and display of 
comprehensive income, its components and accumulated balances.  
Comprehensive Income is defined to include certain changes in equity but 
not those resulting from investments by owners and distributions to 
owners.  Among other disclosures, SFAS 130 requires that all items that 
are required to be recognized under current accounting standards as 
components of comprehensive income be reported in a financial statement 
displayed with the same prominence as other financial statements.  SFAS 
131 supersedes Statement of Financial Accounting Standards No. 14, 
entitled "Financial Reporting for Segments of a Business Enterprise."  
SFAS 131 revises standards of the way public companies report 
information about operating segments in annual financial statements and 
requires reporting of selected information about operating segments in 
interim financial statements issued to the public.  It also establishes 
standards for disclosures regarding products and services, geographic 
areas and major customers.  SFAS 131 defines operating segments as 
components of a company for which separate financial information is 
available that is evaluated regularly by the chief operating decision 
maker in deciding how to allocate resources and in assessing segment 
performance.

SFAS 130 and SFAS 131 are effective for financial statements for periods 
beginning after December 15, 1997 and require comparative information 
for earlier years to be restated. The Company adopted SFAS 130 and 131 
and restated all prior periods.  The adoption of SFAS 130 and 131 did 
not have a material effect on its results of operations for 1998 and 
1997.

In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosure 
about Pensions and Other Postretirement Benefits" which standardizes 
the disclosure requirements for pensions and other postretirement 
benefits and requires additional information on changes in the benefit 
obligations and fair values of plan assets that will facilitate 
financial analysis.  SFAS No. 132 is effective for years beginning after 
December 15, 1997 and requires comparative information for earlier years 
to be restated, unless such information is not readily available.  The 
adoption of this statement had no impact on the Company's financial 
statements. 

The FASB has recently issued Statement of Financial Accounting Standards 
No. 133, "Accounting for Derivative Instruments and Hedging 
Activities" ("SFAS No. 133").  SFAS No. 133 establishes standards for 
recognizing all derivative instruments including those for hedging 
activities as either assets or liabilities in the statement of financial 
position and measuring those instruments at fair value.  This Statement 
is effective for fiscal years beginning after June 30, 1999.  The 
Company has not yet determined the effect of SFAS No. 133 on its 
financial statements.

The FASB recently issued Statement of Financial Accounting Standards No. 
134. "Accounting for Mortgage Backed Securities Retained after the 
Securitzation of Mortgage Loans Held by Mortgage Banking Enterprises."  
(SFAS No. 134) SFAS No. 134 establishes new reporting standards for 
certain activities of mortgage banking enterprise that conduct 
operations that are substantially similar to the primary operations of a 
mortgage banking enterprise.  This statement is effective for the fiscal 
quarter beginning after December 15, 1998.  Management believes the 
adoption of this statement will have no impact on the Company's 
consolidated financial statements. 

Item 7.  Financial Statements 

FIRST ENTERTAINMENT HOLDING CORP. AND SUBSIDIARIES
Index to Consolidated Financial Statements



Report of Independent Certified Public Accountants.

Consolidated Balance Sheets..

Consolidated Statements of Operations..

Consolidated Statements of Stockholders' (Deficit).

Consolidated Statements of Cash Flows.
 
Notes to Consolidated Financial Statements






















Report of Independent Certified Public Accountants

Board of Directors and Stockholders
First Entertainment Holding Corp.
Denver, Colorado 


We have audited the accompanying consolidated balance sheets of First 
Entertainment Holding Corp. and Subsidiaries as of December 31, 1998 and 
1997 and the related consolidated statements of operations, stockholders' 
(deficit) and cash flows for the years then ended.  These consolidated 
financial statements are the responsibility of the Company's management.  
Our responsibility is to express an opinion on these consolidated 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the consolidated financial 
statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and 
disclosures in the consolidated financial statements.  An audit also 
includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall 
consolidated financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of First 
Entertainment Holding Corp. and Subsidiaries as of December 31, 1998 and 
1997 and the results of operations and cash flows for the years then 
ended, in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared 
assuming that the Company will continue as a going concern.  As discussed 
in Notes A and E to the consolidated financial statements, the Company has 
suffered recurring losses from operations, has a working capital 
deficiency of approximately $1.5 million and is in default on a 
substantial portion of its debt.  The Company has limited cash to pay for 
operations.  In addition, substantial amounts of debt become due in 1999 
and there is no assurance that the Company will have the cash to pay the 
debts when they become due, or, alternatively, to raise additional equity 
funding or to successfully restructure the debts, both of which have 
happened in the past.  These conditions raise substantial doubt about the 
Company's ability to continue as a going concern.  Management's plans in 
regards to these matters are discussed in Note A.  The consolidated 
financial statements do not include any adjustments that might result from 
the outcome of these uncertainties.



Gordon, Hughes & Banks, LLP

March 17,1999
Englewood, Colorado




<TABLE>
<CAPTION>
FIRST ENTERTAINMENT HOLDING CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
</CAPTION>
December 31, 1998 and 1997


                                                   1998         1997
<S>                                           <C>           <C>
ASSETS

CURRENT
 Cash and cash equivalents                    $   109,450   $	  18,049
 Trade accounts receivable, net of
  allowance for doubtful
   accounts of $2,500 and $3,885,
   respectively                                   101,568      	97,271
 Note receivable, other                                        20,335
 Note receivable officer                           15,010      	25,524
 Stock subscription, receivable                                25,000
 Inventories                                       14,732      	23,377
 Prepaids and other current                        28,508      	22,127
---------------------------------------------------------------------
                                                  269,268     	231,683
---------------------------------------------------------------------
PROPERTY AND EQUIPMENT 
 Equipment and furniture                          709,325     	760,593
 Building and leasehold improvements              532,257     	532,257
 Land                                             125,000     	125,000
---------------------------------------------------------------------
                                                1,366,582   	1,417,850
 Less accumulated depreciation
  and amortization                                845,810     	874,067
---------------------------------------------------------------------
                                                  520,772     	543,783
---------------------------------------------------------------------
OTHER ASSETS
 License, net of accumulated amortization
  of $545,697 and $482,980, respectively          725,684    	788,401
 Note receivable                                              61,105
 Other                                              4,126      	3,760
-------------------------------------------------------------------
                                                  729,810    	853,266 
--------------------------------------------------------------------
TOTAL ASSETS                                  $ 1,519,850 	$1,628,732
====================================================================
<CAPTION>
 See accompanying reports of independent certified public accountants 
and notes to consolidated financial statements.
</CAPTION>
</TABLE>







<TABLE>
<CAPTION>
FIRST ENTERTAINMENT HOLDING CORP. AND SUBSIDIARIES 
Consolidated Balance Sheets, continued
</CAPTION>
December 31, 1998 and 1997

                                               1998              1997
<S>                                          <C>           <C>
LIABILITIES AND STOCKHOLDERS'(DEFICIT) 

CURRENT LIABILITIES
 Accounts payable                            $    188,920  $	   172,575
 Accrued liabilities                              142,458      168,902
 Accrued interest                                 430,107      	394,340
 Notes payable and current portion
  of long-term debt                               993,384      	850,376
 Notes payable, related parties                     3,000        3,000
 Net liabilities of discontinued operations        57,305       	53,051
----------------------------------------------------------------------
                                                1,815,174    	1,642,244
----------------------------------------------------------------------
LONG-TERM DEBT, NET OF CURRENT PORTION            187,699      431,120
----------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES 

STOCKHOLDERS' (DEFICIT)
 Preferred stock, $.001 par value;
 authorized 5,000,000 shares;
  Class A preferred stock, 1,500,000
   shares authorized, 10,689 shares 
    issued and outstanding, liquidation 
     value $15,000                                     10           10
  Class B preferred stock, 1,000,000
   shares authorized, 13,040 and 91,147 
    shares issued and outstanding                      13           91
  Class C preferred stock, 1,000,000
  shares authorized no shares issued and
   outstanding
 Common stock, $.008 par value; authorized
  50,000,000 shares; 9,610,170 and 6,412,304
   shares issued and outstanding                   76,882       	51,299
 Capital in excess of par value                15,666,086   	14,947,897
 Accumulated (deficit)                        (16,226,014) 	(15,443,929)
----------------------------------------------------------------------
                                                 (483,023)	    (444,632)
----------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' 
(DEFICIT)                                     $ 1,519,850  	$ 1,628,732
======================================================================
<CAPTION>
See accompanying reports of independent certified public accountants and 
notes to consolidated financial statements.
</CAPTION>
</TABLE>




<TABLE>
<CAPTION>
FIRST ENTERTAINMENT HOLDING CORP. AND SUBSIDIARIES 
Consolidated Statements of Operations
</CAPTION>

For the Years Ended December 31, 1998 and 1997
                                                1998            1997     
<S>                                          <C>         <C>
REVENUE
 Live entertainment                          $ 1,353,667 $	1,389,533
 Radio                                           804,004    771,992
 Video                                               213     50,239
 Other                                            75,049    112,327
------------------------------------------------------------------
                                               2,232,933  	2,324,091
--------------------------------------------------------------------
COSTS AND EXPENSES
 Cost of sales, live entertainment             1,135,734  	1,211,509
 Cost of sales, radio                           551,502	     526,215
 Cost of products sold, video                        44      13,239
 Impairment write downs                          81,340	   1,460,018
 Depreciation and amortization                  104,160     141,176
 Management and administrative fees, affiliate  224,850	     240,000
 Selling, general and administrative            786,730   	1,532,049
------------------------------------------------------------------
                                              2,884,360	   5,124,206
-------------------------------------------------------------------
OPERATING (LOSS) FROM CONTINUING OPERATIONS    (651,427) 	(2,800,115) 
--------------------------------------------------------------------
OTHER INCOME (EXPENSE)
 Interest expense                              (104,725)    (95,333)
 Other, net                                       4,211       1,206
-------------------------------------------------------------------
                                               (100,514)	    (94,127)
-------------------------------------------------------------------
(LOSS) FROM CONTINUING OPERATIONS
BEFORE MINORITY INTEREST                       (751,941) 	(2,894,242)

MINORITY INTEREST IN NET (LOSS) OF SUBSIDIARY                11,473
-------------------------------------------------------------------
(LOSS) FROM CONTINUING OPERATIONS              (751,941) 	(2,882,769) 
--------------------------------------------------------------------
DISCONTINUED OPERATIONS 
 (Loss) from discontinued operations,
 including provision for operating losses 
   during phaseout period                       (30,144)	   (731,453)
--------------------------------------------------------------------
NET (LOSS)	                                   $ (782,085) $	(3,614,222)
====================================================================
NET (LOSS) PER COMMON SHARE, CONTINUING
OPERATIONS BASIC AND DILUTED                 $     (.10) $	     (.48) 
===================================================================
NET INCOME (LOSS) PER COMMON SHARE, 
DISCONTINUED OPERATIONS                      $        -  $	     (.12)
====================================================================

NET (LOSS) PER COMMON SHARE,
 Basic and Diluted                            $    (.10)  $	    (.60)
===================================================================
WEIGHTED-AVERAGE NUMBER OF
SHARES OUTSTANDING BASIC AND DILUTED          7,967,926   	6,026,319
====================================================================
<CAPTION>
See accompanying reports of independent certified public accountants and 
notes to consolidated financial statements.
</CAPTION>
</TABLE>

















































<TABLE>
<CAPTION>
FIRST ENTERTAINMENT HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Stockholders' (Deficit)
For the Years Ended December 31, 1997 and 1996
</CAPTION>
                         Class A            	Class B         Class C            
                  Preferred   Stock   	Preferred  Stock   	Preferred  Stock
                 Shares     Amount   Shares	   Amount    	Shares	   Amount 
<S>              <C>        <C>      <C>      <C>       <C>      <C>
BALANCES,
 JANUARY 1,
  1997           10,689     $10            0        0     	125,000	     $125

Preferred stock
 issued for:
Cash, net of
 offering costs                       47,067      47
Cancellation of
 treasury stock
Cancellation of
 preferred stock
 in connection with
  litigation
   settlement                                          	(125,000) (125) 
Common stock
 issued for:
Consulting 
 services
Exercise of
 stock options
Accrued Bonuses
Accounts Payable
Business
 Acquisition                          44,080      44
Common stock
 options and
  Warrants issued
Amortization of
 deferred
  compensation
Net loss
--------------------------------------------------------------------------
BALANCES,
DECEMBER 31,
 1997         10,689  $10             91,147     $91              0    $0
Preferred
 Stock issued
 for:
 Acquisition
 of property                          16,000     16

Common stock
 issued for:
Cash, net of
 offering costs
Consulting
 services
Accounts
 payable
Life insurance
 premiums
Conversion from
 preferred stock                     (94,107)   (94)
Business
 acquisition
Exercise of
 warrant
Common stock
 options and
 Warrants 
  issued
Net (loss)
------------------------------------------------------------------------
BALANCES
DECEMBER 31,
  1998             10,689	    $10	      13,040    $13                0   $0
=====================================================================

                                           Capital In
                       Common Stock        Excess of      Accumulated
                     Shares     Amount     Par Value      (Deficit)
<S>                 <C>        <C>        <C>            <C> 
BALANCES,
 JANUARY 1,
  1997              5,292,238  $42,338     $13,460,958     $(11,829,707)

Preferred stock
 issued for:
Cash, net of
 offering costs                              262,703
Cancellation of
 treasury stock      (221,534) (1,772)      (483,052)
Cancellation of
 preferred stock
 in connection with
  litigation
   settlement                               (124,875) 
Common stock
 issued for:
Consulting 
 Services             751,600   6,013        670,202
Exercise of
 stock options        150,000   1,200         73,800
Accrued Bonuses       420,000   3,360        254,240
Accounts Payable       20,000     160         13,040
Business
 Acquisition                                 386,856
Common stock
 options and
  Warrants issued                            434,025
Amortization of
 deferred
  compensation
Net loss                                                   (3,614,222)
--------------------------------------------------------------------------
BALANCES,
DECEMBER 31,
 1997               6,412,304 $51,299    $14,947,897     ($15,443,929)
Preferred
 Stock issued
 for:
 Acquisition
 of property                                  44,984

Common stock
 issued for:
Cash, net of
 offering costs       771,667   6,173        162,127
Consulting
 Services             986,016   7,888        352,855
Accounts
 Payable              83,750      670         49,493 
Life insurance
 premiums            130,000    1,040         37,960 
Conversion from
 preferred stock   1,176,333    9,411         (9,317)
Business
 Acquisition          50,000      400         13,100
Exercise of
 Warrant                 100        1             99
Common stock
 options and
 Warrants 
  Issued                                      66,888
Net (loss)                                                   (782,085)
------------------------------------------------------------------------
BALANCES
DECEMBER 31,
  1998             9,610,170  $76,882    $15,666,086     ($16,226,014)
=====================================================================

                       Deferred         Treasury          Total
                    Compensation        Stock  
<S>                 <C>               <C>                <C>   
BALANCES,
JANUARY 1,
  1997                $(45,807)         $(484,824)         $1,143,093

Preferred stock
 issued for:
Cash, net of
 offering costs                                            262,750
Cancellation of
 treasury stock                         484,824
Cancellation of
 preferred stock
 in connection with
  litigation
   settlement                                             (125,000) 
Common stock
 issued for:
Consulting 
 Services                                                  676,215
Exercise of
 stock options                                              75,000
Accrued Bonuses                                            257,600
Accounts Payable                                            13,200
Business
 Acquisition                                               386,900
Common stock
 options and
  Warrants issued                                         434,025
Amortization of
 deferred
  compensation            45,807                           45,807
Net loss                                               (3,614,222)
-------------------------------------------------------------------
BALANCES,
DECEMBER 31,
 1997                         $0             $0         ($444,632)
Preferred
 Stock issued
 for:
 Acquisition
 of property                                               45,000

Common stock
 issued for:
Cash, net of
 offering costs                                           168,300
Consulting
 services                                                 360,743 
Accounts
 Payable                                                   50,163 
Life insurance
 premiums                                                  39,000 
Conversion from
 preferred stock                              0
Business
 Acquisition                                               13,500
Exercise of
 Warrant                                                      100
Common stock
 options and
 Warrants 
  Issued                                                   66,888
Net (loss)                                               (782,085)
------------------------------------------------------------------------
BALANCES
DECEMBER 31,
  1998                        $0             $0         ($483,023)
=====================================================================

<CAPTION>
See accompanying report of independent certified public accountants and 
notes to consolidated financial statements.
</CAPTION>
</TABLE>



<TABLE>
<CAPTION>
FIRST ENTERTAINMENT HOLDING CORP. AND SUBSIDIARIES 
Consolidated Statements of Cash Flows
</CAPTION>

For the Years Ended December 31, 1998 and 1997

                                              1998             1997  
<S>                                        <C>             <C>
OPERATING ACTIVITIES
 Net (loss)                                 $	  (782,085)   $	 (3,614,222)
 Adjustments to reconcile net (loss)
  to net cash used in operations
    Depreciation and amortization               104,160        141,176
    Impairment write downs                       81,340      1,460,018
    Assets write downs included in
     discontinued operations                                   445,596
    Litigation settlement                                      150,000
    Loss on disposition of property
      and equipment                               9,322 
    Issuance of stock for services and common 
     stock options and warrants, net            466,631      1,110,240
    Amortization of deferred compensation                       45,807
    Minority interest in net loss of subsidiary                (11,473)
    Changes in operating assets and liabilities:
     Receivables                                 31,317         	(6,742)
     Inventories                                  8,645            366
     Other assets                                (6,747)        (7,711)
     Accounts payable                            66,408         40,207
     Accrued liabilities                         22,823        	(48,305)
   Cash provided by discontinued operations       4,354
----------------------------------------------------------------------
NET CASH, PROVIDED BY (USED IN) 
 OPERATING ACTIVITIES                             6,168      (295,043)
---------------------------------------------------------------------

<CAPTION>
See accompanying reports of independent certified public accountants and 
notes to consolidated financial statements.
</CAPTION>
</TABLE>

















<TABLE>
<CAPTION>
FIRST ENTERTAINMENTHOLDING CORP. AND SUBSIDIARIES 
Consolidated Statements of Cash Flows (Continued)
</CAPTION>
For the Years Ended December 31, 1998 and 1997

                                              1998               1997    
<S>                                      <C>               <C>
INVESTING ACTIVITIES
 Capital expenditures                     (27,754)          	(20,620)
 Advances to related parties                                (10,000)
 Cash used in discontinued operations                       (41,786)
-------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY 
INVESTING ACTIVITIES                      (27,754)         	(72,406)
-------------------------------------------------------------------
FINANCING ACTIVITIES
 Principal payments on debt              (100,413)         	(51,380)
 Proceeds from issuance of stock
  of subsidiary                                             50,000
 Proceeds from issuance of common and
  preferred stock, net                     213,400         	337,750
------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING
 ACTIVITIES                                112,987	         336,370
-----------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                        91,401	        (31,079)
-----------------------------------------------------------------
CASH AND CASH EQUIVALENTS, 
BEGINNING OF YEAR                           18,049	        49,128
-----------------------------------------------------------------
CASH AND CASH EQUIVALENTS, 
END OF YEAR                             $  109,450	   $    18,049
===============================================================
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
 Interest paid                          $   68,135	   $    25,798
================================================================
 Income taxes paid                      $        0	   $         0
================================================================

<CAPTION>

See accompanying reports of independent certified public accountants and 
notes to consolidated financial statements.

</CAPTION>
</TABLE>









<TABLE>
<CAPTION>
FIRST ENTERTAINMENT HLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
</CAPTION>
For the Years Ended December 31, 1998 and 1997

                                         1998               1997   
<S>                                      <C>             <C>
SUPPLEMENTAL SCHEDULE OF
NONCASH INVESTING AND
FINANCING ACTIVITIES

Accounts payable and accrued expenses
  converted into common stock            $   50,163       $	   270,800
===================================================================

Issuance of preferred stock
  for acquisitions                       $   13,500       $  386,900
===================================================================

Note Payable issued in exchange for
 preferred stock                         $        0       $  125,000
====================================================================

Common stock and options and
  warrants issued for services           $  427,631       $	1,110,240
===================================================================

Common stock issued for life
  insurance premiums                     $   39,000	                0
====================================================================

<CAPTION>
See accompanying reports of independent certified public accountants 
and notes to consolidated financial statements.
</CAPTION>
</TABLE>





















FIRST ENTERTAINMENT HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

NOTE A  NATURE OF BUSINESS AND GOING CONCERN

On December 15, 1997, First Entertainment, Inc. changed its state of 
incorporation from Colorado to Nevada and changed its name to First 
Entertainment Holding Corp. (the "Company" or "FEHC").  The change 
was effected by a merger of First Entertainment, Inc. into First 
Entertainment Holding Corp, a newly formed Nevada Corporation.  Upon 
completion of the merger, the Colorado Corporation ceased to exist.  
The transaction was accounted for on a basis similar to a pooling of 
interests with no change in the historical financial statements of the 
Company.  The newly formed Corporation had no operations prior to the 
merger.

The Company was originally incorporated as a Colorado corporation on 
January 17, 1985.  The Company and its subsidiaries are involved in 
entertainment through several media; its live entertainment segment 
owns and operates a comedy club in Denver, Colorado and its radio 
station, 100.7 "The Fox", operates in Gillette, Wyoming.  In January 
1998, the Company determined to discontinue the operations of its 
retail segment.

During the period from inception (January 17, 1985) to December 31, 
1998, the Company has incurred cumulative net losses of approximately  
$16 million and, as of December 31, 1998, had an excess of current 
liabilities over current assets of approximately $1.5 million and is in 
default on approximately $386,000 notes payable.  The Company has a note 
payable due March 31, 1999 in the amount of $125,000.  Although the 
Company does not have the funds to pay this note it has received a 
verbal commitment from the First National Bank of Gillette to provide 
the financing to pay off the note. . The Company also has a note payable 
due July 31, 1999 in the amount of $66,000 and unless the terms are 
extended or the Company raises sufficient funding to pay the note when 
it comes due, the Company may default on the note.    These conditions 
raise substantial doubt about the Company's ability to continue as a 
going concern.  The Company is dependent upon obtaining additional 
financing, and/or extending its existing debt obligations, and/or 
obtaining additional equity capital and ultimately achieving profitable 
operations. The Company has no arrangements in place for such equity or 
debt financing and no assurance can be given that such financing will be 
available at all or on terms acceptable to the Company.  Any additional 
equity or debt financing may involve substantial dilution to the 
interests of the Company's shareholders as well as warrants and options 
holders.  If the Company is unable to obtain sufficient funds to satisfy 
its cash requirements, it may be forced to curtail operations, dispose 
of assets or seek extended payment terms from its vendors.  The 
accompanying consolidated financial statements do not include any 
adjustments that might result from the outcome of these uncertainties.  

Management's plans with regard to the Company's ability to continue as a 
going concern include  continued raising of equity financing in the U.S. 
and/or international markets, restructuring of its debt obligations and 
undertaking  mergers or acquisitions to improve market share or 
operational synergies and improving efficiency of operations.  There are 
no assurances that any of these events will occur or that the Company's 
plan will be successful.

The Company does not have sufficient revenues to generate income from 
operations; therefore, it is necessary for the Company to increase 
revenues either by expansion or by acquisition or significantly reduce 
its operating costs.  The Company has been able to issue stock for 
management and accounting services, thereby reducing the need for cash 
to pay for operating expenses.  If the Company would be unable to issue 
stock for services, because there would be no liquidity for the stock, 
this would have a severe impact upon the Company and its ability to 
operate.  The value of services paid by issuance of stock was 
approximately $400,000 in 1998 and $676,000 in 1997.  Net cash provided 
by operations was $6,168 in 1998 and, unless operations become more 
profitable, the Company most likely will not have sufficient cash for 
use in operations through December 31, 1999.

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation   The accompanying consolidated financial 
statements include the accounts of the Company and its subsidiaries.  
All significant intercompany accounts and transactions have been 
eliminated.

Use of Estimates  The preparation of financial statements in 	conformity 
with generally accepted accounting principles necessarily requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities, the disclosure of contingent assets 
and liabilities at the date of the financial statements and reported 
amounts of revenues and expense during the reporting periods. Actual 
results could differ from those estimates.

		Inventories   Inventories are stated at the lower of cost or market 
value (first-in, first-out basis).  Inventories are comprised of liquor 
supplies.  

Property and Equipment  Production equipment, furniture and other 
equipment are recorded at cost and depreciated using straight-line and 
declining balance methods over the estimated useful lives of the assets, 
ranging from three to fifteen years.

Leasehold improvements are recorded at cost and are amortized on a 
straight-line basis over their estimated useful lives, but not in excess 
of the lease term.  

The cost and related accumulated depreciation and amortization of assets 
sold or retired are removed from the appropriate asset and accumulated 
depreciation and amortization accounts and the resulting gain or loss is 
reflected in operations.  

Maintenance and repairs are charged to operations as incurred and 
expenditures for major improvements are capitalized.  

License, Goodwill and Intangibles   Broadcast licenses, goodwill and 
intangibles, recorded at cost, are amortized on a straight-line basis 
over a period of 10 to 20 years.

Periodically the Company reviews the recoverability of its intangible 
assets based on estimated undiscounted future cash flows from operating 
activities compared with the carrying value of the intangible assets.  
Should the aggregate future cash flows be less than the carrying value, 
a write-down would be required measured by the difference between the 
discounted future cash flow and the carrying value of the intangible 
assets under SFAS No. 121.

Long Lived Assets  Long lived assets and identifiable intangibles are 
reviewed for impairment whenever events or changes in circumstances 
indicate that the carrying amount may not be recoverable.  If the 
expected undiscounted  future cash flow from the use of the assets and 
its eventual disposition is less than the carrying amount of the assets, 
an impairment loss is recognized and measured using the asset's fair 
value or discounted cash flows.

Revenue Recognition.  Broadcast and ad fees are recorded as revenue when 
the broadcast or ad is aired.  Live Entertainment revenues are 
recognized at the time of the performance, generally nightly.  Retail 
sales are recognized at the time the merchandise is sold and are net of 
returns.

Net Loss Per Share   As of December 31, 1997, the Company adopted 
Statement of Financial Accounting Standards No. 128 "Earnings per 
Share" (SFAS No. 128).  This pronouncement provides a different method 
of calculating earnings per share than was used in accordance with 
Accounting Board Opinion (APB No. 15), "Earnings per Share".  SFAS No. 
128 provides for the calculation of "Basic" and "Dilutive" earnings 
per share.  Basic earnings per share includes no dilution and is 
computed by dividing income available to common stockholders by the 
weighted average number of common shares outstanding for the period.  
Diluted earnings per share reflects the potential dilution of securities 
that could share in the earnings of the entity.  For all prior periods, 
weighted average and per share information has been restated in 
accordance with SFAS No. 128.  The adoption of SFAS No. 128 did not 
effect earnings per share calculations for the year ended December 31, 
1997.  For the years ended December 31, 1998 and 1997, total stock 
options and stock warrants of 1,199,900 and 908,375 were not included in 
the computation of diluted earnings per shares because their effect was 
anti-dilutive, therefore basic and fully diluted earnings per share are 
the same.

Concentration of Risk   Financial instruments which potentially expose 
the Company to concentration of credit risk consist primarily of cash 
equivalents and accounts receivable with the Company's various 
customers.  The Company establishes an allowance for doubtful accounts 
based on factors surrounding the credit risk of specific customers, 
historical trends and other information. 

The Company maintains all cash in bank deposit accounts which at times 
may exceed federally insured limits.  The Company has not experienced 
losses in such accounts.

Reclassifications   Certain balances in the 1997 consolidated financial 
statements have been reclassified in order to conform to the 1998 
presentation.  The reclassifications had no effect on financial 
condition or results of operations.

Income Taxes The Company accounts for income taxes under Statement of 
Financial Accounting Standards No. 109 ("SFAS No. 109").  Temporary 
differences are differences between the tax basis of assets and 
liabilities and their reported amounts in the financial statements that 
will result in taxable or deductible amounts in future years.

Deferred Compensation   Deferred compensation results from granting 
stock options at option prices less than the fair market value of the 
stock on the date of grant, under agreements with terms extending beyond 
one year.  Deferred compensation is initially charged to stockholders' 
equity and amortized to expense over the term of the related agreement.

Cash Equivalents   The Company considers all highly liquid debt 
instruments purchased with an original maturity of three months or less 
to be cash equivalents. 

Financial Instruments   The following methods and assumptions were used 
to estimate the fair value of each class of financial instruments for 
which it is practicable to estimate that value;

Accounts Receivable, Accounts Payable and Accrued Liabilities Fair 
values of accounts receivable, accounts payable, and accrued 
liabilities are assumed to approximate carrying values for these 
financial instruments since they are short term in nature and their 
carrying amounts approximate fair value or they are receivable or 
payable on demand.

   Notes Payable   These notes substantially bear interest at a floating  
   rate of interest based upon the lending institutions' prime lending 
   rate.  Accordingly, the fair value approximates their reported 
   carrying amount at December 31, 1998 and 1997.

   Mortgage Notes   Estimated based upon current market borrowing rates    
   for loans with similar terms and maturities.

The estimated fair values of the Company's financial instruments  for 
continuing operations are as follows:

                                 December 31, 1998   December 31, 1997
 Financial Liabilities       Carrying   Fair	      Carrying     Fair
 Notes Payable               Amount    Value     Amount      Value
  and Mortgage Notes    $1,181,083 $1,181,083  $1,281,496 	$1,281,496

Stock Option and Award Plans  The Company applies APB Opinion 25, 
"Accounting for Stock Issued to Employees", and related 
Interpretations in accounting for all stock option plans.  Following the 
guidance of APB Opinion 25, compensation cost has been recognized for 
stock options issued to employees as the excess of the market price of 
the underlying common stock on the date of the grant over the exercise 
price of the Company's stock options on the date of the grant.

SFAS No. 123, "Accounting for Stock-Based Compensation", requires the 
Company to provide pro forma information regarding net income as if 
compensation cost for the Company's stock option plans had been 
determined in accordance with the fair value based method prescribed in 
SFAS No. 123.  To provide the required pro forma information, the 
Company estimates the fair value of each stock option at the grant date 
by using the Black-Scholes option-pricing model.

Recent Accounting Pronouncements:

Statement of Financial Accounting Standards No. 130, "Reporting 
Comprehensive Income" is effective for financial statements with fiscal 
years beginning after December 15, 1997. Earlier application is 
permitted.  SFAS No. 130 establishes standards for reporting and display 
of comprehensive income and its components in a full set of general-
purpose financial statements.  The Company adopted SFAS No. 130 for 1998 
and it did not have a material effect on its financial position or 
result of operations.

Statement of Financial Accounting Standards No. 131, "Disclosure about 
Segments of an Enterprise and Related Information" is effective for 
financial statements with fiscal years beginning after December 15, 
1997.  The new standard requires that public business enterprises report 
certain information about operating segments in complete sets of 
financial statements of interim and annual periods issued to 
shareholders.  It also requires that public business enterprises report 
certain information about their products and services, geographic areas 
in which they operate and their major customers.  The Company has 
adopted SFAS No. 131 in 1998; but, it did not have a material effect on 
its results of operation for 1998 and 1997.

Statement of Financial Accounting Standards No. 132, Employers' 
Disclosures about Pension and Other Post Retirement Benefits is 
effective for financial statements with fiscal years beginning after 
December 31, 1997.  Earlier application is permitted.  The new standard 
revises employers' disclosures about pension and other post retirement 
benefit plans but does not change the measurement or recognition of 
those plans.  SFAS No. 132 standardizes the disclosure requirements for 
pensions and other post retirement benefits to the extent practicable, 
requires additional information on changes in the benefit obligations 
and fair values of the plan assets that will facilitate financial 
analysis, and eliminates certain disclosures previously required but no 
longer useful.  The Company adopted SFAS No. 132 in 1998 and it did not 
have a material impact on its results of operation.

The FASB has recently issued Statement of Financial Accounting Standards 
No. 133, Accounting for Derivative Instruments and Hedging 
Activities (SFAS No. 133).  SFAS No. 133 established standards for 
recognizing all derivative instruments including those for hedging 
activities as either assets or liabilities in the statement of financial 
position and measuring those instruments at fair value.  This Statement 
is effective for fiscal years beginning after June 30, 1999.  The 
Company has not yet determined the effect of SFAS No. 133 on its 
financial statements.

The FASB recently issued Statement of Financial Accounting Standards No. 
134. Accounting for Mortgage Backed Securities Retained after the 
Securitization of Mortgage Loans Held by Mortgage Banking Enterprises.  
(SFAS No. 134) SFAS No. 134 establishes new reporting standards for 
certain activities of mortgage banking enterprises that conduct 
operations that are substantially similar to the primary operations of 
mortgage banking enterprises.  This statement is effective for the 
fiscal quarter beginning after December 15, 1998.  Management believes 
the adoption of this statement will have no impact on the Company's 
consolidated financial statements. 

NOTE C  ACQUISITIONS

  Power Media

In July, 1996, the Company issued 770,000 shares of its restricted 
common stock, valued at $408,100, in exchange for 18,000 of the 25,000 
then issued and outstanding shares of Power Media Communications 
International, Inc. (Power Media), or 72% ownership.  Power Media was a 
substantially dormant company that had developed the concept of selling 
infomercial products in kiosks primarily located in retail malls.

The acquisition of Power Media in 1996 was accounted for as a purchase 
and the purchase price in excess of net assets acquired was allocated to 
goodwill.  Amortization of goodwill was computed on a straight line 
basis over 10 years until its write-off in 1997.

In November 1996, a new entity was formed called "The Best Of As Seen 
on TV", Inc. ("ASOTV") for the purpose of acquiring all of the issued 
and outstanding common stock of Power Media and to provide original 
incorporators with ownership in ASOTV.  The original incorporators of 
ASOTV were issued 464,000 shares of ASOTV for par value ($.001 per 
share), which included 220,800 shares issued to NMG, LLC, an entity 
owned by the wife of the president of the Company.  ASOTV then issued 
1,010,000 shares of common stock to the Company for their 18,000 shares 
of Power Media and issued 325,600 shares to an unrelated party for the 
remaining 7,000 shares of Power Media and $150,000.  In November 1996, 
ASOTV sold 100,000 shares of its common stock for $50,000.  In July 
1997, the Company issued 100,000 shares of its common stock in exchange 
for 100,000 shares of ASOTV owned by NMG, LLC.  As a result of the above 
transactions, ASOTV owned 100% of Power Media and the Company owned 
approximately 58% of ASOTV as of December 31, 1998 and 1997.

In March 1997, the Company terminated its unmanned kiosk operations, 
which it started in November 1996, when the leases to its first four 
locations were not renewed.  Sales volumes at the unmanned kiosk 
locations were not sufficient for profitable operations.  The Company 
turned its efforts to operating manned kiosks in major retail malls.  
Each kiosk was approximately 250 square feet and sold the top 50 
selling infomercial products.  Commencing August, 1997, the Company 
opened six manned kiosk locations in six retail malls located in the 
Denver metropolitan area.  The sales volumes for the manned kiosks were 
less than projected and the operations were terminated January 31, 
1998.  Although the Company believes the concept is viable, it 
currently does not have the working capital necessary to further 
develop the concept.  The results of operations of ASOTV for the years 
ended December 31, 1998 and 1997 are disclosed as discontinued 
operations.

Global Internet Corp

On May 1, 1997, the Company entered into an agreement with Global 
Casino, Inc. (Global Casino) to acquire 1,500,000 shares of common 
stock of Global Internet Corp. ("Global Internet") owned by Global 
Casino and a $375,000 note receivable from Global Internet owed to 
Global Casino in exchange for 30,000 shares of FEHC Class B Convertible 
Preferred Stock (Class B Stock).  The 1,500,000 shares of common stock 
represents 50.3% of the issued and outstanding common stock of Global 
Internet.  Each share of Class B stock is convertible into 12.5 shares 
of FEHC restricted  common stock.  At the time FEHC entered into the 
Agreement, FEHC did not have a sufficient number of authorized but 
unissued shares of common stock to allow for the conversion of the 
preferred stock to common stock.  

In addition, the acquisition of Global Internet required the approval 
of the shareholders of FEHC.  On December 5, 1997 the shareholders of 
FEHC approved (i) the increase in the authorized shares of FEHC common 
stock and (ii) the acquisition of Global Internet Corp.  For accounting 
purposes control of Global Internet did not change until December 5, 
1997.  December 5, 1997 is considered the acquisition date.  The 
acquisition has been accounted for as a purchase and the excess of 
purchase price over net assets acquired was allocated to goodwill.  The 
operations of Global Internet from December 5, 1997 have been 
consolidated with those of the Company.

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

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

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

NOTE D  DISCONTINUED OPERATIONS

In January 1998, the Company determined to discontinue the operations 
of ASOTV due to losses and lack of working capital to further develop 
the concept.  Accordingly, the assets of ASOTV were written down to 
their estimated net realizable value resulting in a write down of 
$490,000 included in the accompanying statement of operations for the 
year ended December 31, 1997.

Revenues from discontinued operations were $54,300 and $174,800 for 
1998 and 1997, respectively. 

Summarized balance sheet data for the discontinued operations as of 
December 31, 1998 and 1997 is as follows:
<TABLE>
                                                     1998            1997
<S>                                          <C>             <C>
 ASSETS
 Cash                                        $     1,246     $    9,289
 Accounts receivable                                              6,983 
 Inventory	                                                       66,482
 Other                                                              100
-----------------------------------------------------------------------
 Total current assets                              1,246         	82,854
 Goodwill
 Property, plant and equipment, net                               8,673
-----------------------------------------------------------------------
 Total Assets                                      1,246         	91,527
-----------------------------------------------------------------------
 LIABILITIES
 Current liabilities                              58,551        	144,578
------------------------------------------------------------------------
 Total Liabilities                                58,551        	144,578
----------------------------------------------------------------------
Minority Interest                                     0             0
---------------------------------------------------------------------
Net assets (liabilities) of
 discontinued operations                   $    (57,305)   	$  (53,051)
======================================================================

</TABLE>

NOTE E   NOTES PAYABLE AND LONG-TERM DEBT

The Company is in default under the terms of approximately $386,000 of 
its debt obligations for non-payment. Substantially all of the Company's 
assets are pledged as collateral to one or more obligations.  Notes that 
are not in compliance are classified as current liabilities.  Notes 
payable and long term debt is summarized as follows:
<TABLE>
                                                            December 31,
                                                      1998            1997    
<S>                                                <C>           <C>
Notes payable, First National
 Bank Gillette (1)                                 $   380,483   $ 422,152
Note payable to the State of Wyoming(2)                300,000     300,000
Notes payable, litigation (7)                          231,501     275,000
Mortgage note payable(3)                               139,947     144,665
Mortgage note payable(4)                                53,243      53,883
Note payable, creditor(5)                               19,224      19,224
Various notes payable individuals and
 companies(6)                                           56,685      66,572
--------------------------------------------------------------------------
                                                     1,181,083   1,281,496
Less current portion                                   993,384     850,376
--------------------------------------------------------------------------
Long-term debt                                     $   187,699  $  431,120
==========================================================================
</TABLE>

Future maturities of debt as of December 31, 1998 are as follows:

1999                  $    993,384
2000                         5,726
2001                        56,484
2002                         5,020
2003                         5,120
Thereafter                 115,349
----------------------------------
Total	                 $  1,181,083
==================================
 
(1) The Notes payable to First National Bank of Gillette are are 
renewed annually in November.  Currently the notes bear interest at 
9% per annum and require monthly principal and interest of $6,500.  
The notes are collateralized by substantially all the assets of the 
radio station in Gillette, Wyoming except for the real estate.

(2) In February 1989, the Company borrowed $300,000 from the State of 
Wyoming for the purpose of purchasing equipment, inventory and to 
provide working capital necessary to establish a video duplicating 
facility.  As of December 31, 1998, the Company had not yet 
established an operating duplicating facility and was in violation 
of several of the compliance requirements of this note.  Although 
the note, by its original terms, was not due until March 1, 1999, 
the State of Wyoming deemed the note to be currently due as a 
result of the violations of the compliance requirements.  The note, 
with default interest at 16.5 percent, is due in daily installments 
of $150, and is collateralized by the Company's master tape 
library.  No principal and interest payments have been made nor has 
the State of Wyoming demanded payment on the note.

 (3) Note payable, trust; interest at 9.5%; monthly principal and 
interest of $1,500; final payment due October 2012; collateralized 
by real property.

	(4) Note payable to mortgage company; interest at 8.015% per annum; 
monthly principal and interest payments of $403 for 59 months with 
a balloon payment of $52,300 due May 15, 2000;  collateralized by 
real estate.

 (5) Note payable to a trade creditor dated October 21, 1993; 
interest at 10 percent; due on May 1, 1996;  collateralized by the 
Company's master tape inventory and subordinated to previously 
filed liens.  

(6) Various notes payable in default; due to various individuals and 
companies with interest rates ranging from 10 to 21 percent per 
annum.
 
(7) Notes payable due to two individuals in connection with 
litigation settlements subsequent to December 31, 1997.  The first 
note for $125,000 bears interest at 9.5% per annum and is due March 
31, 1999 and are secured by two parcels of land in Gillette, Wyoming 
on which the Company's radio station operations are located.  The 
second note for $150,000 bears interest at 10% per annum and is 
payable in installments of $25,000 for the first month and $5,000 
per month thereafter until July 15, 1999 at which time all unpaid 
principal and interest are due.  This note is secured by the stock 
of  FEHC wholly owned subsidiary, Quality Communications, Inc, which 
operates the Company's radio station.

The weighted average interest rate on short-term borrowings was 
13.49 for 1998 and 1997, respectively. 

NOTE F   STOCKHOLDERS' EQUITY

On December 15, 1997 First Entertainment, Inc. (FEI) (a Colorado 
Corporation) was merged into First Entertainment Holding Corp. (FEHC) 
(a Nevada Corporation) following a special shareholders meeting on 
December 5, 1997 in which the shareholders approved a name change and a 
change in the state of incorporation from Colorado to Nevada.  As a 
result of the merger, all of the issued and outstanding shares of FEI 
were exchanged for the same amount of shares of FEHC.  FEHC is the 
surviving corporation and, effective with the merger, FEI ceased to 
exist.  FEHC has authorized capital stock consisting of 50,000,000 
shares of common stock, $.008 par value and 5,000,000 shares of 
preferred stock, $.001 par value.  The Board of Directors has the 
authority to issue preferred shares in series and determine the rights 
and preferences of each series.

A total of 1,500,000 shares of preferred stock has been designated as 
Class A, 7% cumulative, non-participating convertible preferred stock, 
and had a mandatory redemption on November 18, 1996.  As of December 
31, 1998 the holders of the Class A Preferred Stock have not demanded 
redemption.

Liquidation preference is approximately $15,000.  Each class A share 
may be converted into two shares of common stock.  The Class A 
Preferred Stock has not been redeemed as of December 31, 1998.

A total of 1,000,000 shares of preferred stock has been designated as 
Class B, 6% cumulative dividend, paid quarterly, if and when declared, 
redeemable by the Corporation at face value and each share of class B 
is convertible into 12.5 shares of common stock.  The rights of the 
Class B shares shall be subordinate to Class A shares.

A total of 1,000,000 shares of preferred stock has been designated as 
Class C, non-dividend and each share is convertible into common stock 
at a conversion price equal to the average 30 day bid price of the 
common stock on the date of conversion.  The rights of the Class C 
shares shall be subordinate to Class A and Class B shares.

In connection with the acquisition of Global Internet Corporation, the 
Company entered into an agreement with two officers of Global Internet 
on June 16, 1997 whereby the Company issued 14,080 shares of Class B 
convertible preferred stock in exchange for $176,000 of debt owed to 
the two officers by Global Internet.

In 1997, the Company issued 751,600 shares of common stock for 
consulting and other services valued at $676,215 (includes $252,000 in 
services from related parties) or an average of $.90 per share.  In 
1997, the Company also issued 440,000 shares of common stock in 
settlement of accrued bonuses to consultants and employees and accounts 
payable totaling $270,800.  Stock bonuses accrued for related parties 
was $168,000.

In 1997, the Company sold 47,067 shares of Class B Convertible 
Preferred Stock for $262,750, which was net of offering costs of 
$39,750.  The Company also issued 150,000 shares of common stock upon 
exercise of common stock options receiving proceeds of $75,000.

In 1997, the Company cancelled 221,534 shares of common stock held as 
treasury of which 144,409 represented shares returned to the Company in 
connection with a litigation settlement with Image Marketing Group; 
50,000 represented the cancellation of common stock held by a bank as 
collateral on a note payable and 27,125 represented shares previously 
held by First Films, Inc.

In 1998, the Company sold 16,000 shares of Class B Convertible 
Preferred Stock and 771,667 shares of common stock for $213,300 which 
is net of offering costs.

In 1998, the Company issued 1,116,016 shares of common stock for 
consulting and other services valued at $399,743 (includes $225,000 in 
services from related parties) or an average of $.36 per share.

Common Stock Options   In June 1994, the Company adopted a Non-
Qualified Stock Option Plan, under which the Company's Board of 
Directors are authorized to issue options to purchase up to 62,500 
shares of the Company's common stock to qualified employees, officers 
and directors of the Company.  The option price may be changed at the 
discretion of the Board of Directors.  No options have been issued 
under this plan.  During 1998 and 1997, the Company has also issued 
other non-qualified stock options to non-employees under terms and at 
prices deemed appropriate by the Board of Directors.

The following is a summary of the number of shares under option:
<TABLE>
                                           Weighted
                                           Average
                          Non-Qualifying   Exercise    	Expiration  
                          Stock Options    Price       Dates     
<S>                           <C>        <C>           <C>
Balance, January 1, 1997       95,000    $  3.49  
   Granted                    400,000        .79       1999-2002
Exercised                 (100,000)       .50
   Expired/Rescinded         (285,625)      2.39 
----------------------------------------------------------------
Balance, December 31, 1997    109,375     $ 2.91        1998-2002
-----------------------------------------------------------------
   Granted	                    300,000     $  .40             1999
   Exercised
Expired	                     (9,375)      3.49
-----------------------------------------------------------------
Balance December 31, 1998     400,000     $.5175        1999-2002
=====================================================================
</TABLE>

The following table summarized information about stock options outstanding 
and exercisable as of December 31, 1998:
                                             Weighted 
                                             Average       Weighted
  Range of              Number              Remaining      Average 
 Exercise Prices        Outstanding &       Contractual    Exercise
 From       To          	Exercisable       	Life in Years     	Price 

 $ .40   $  .40          300,000             0.50         $	   .40
 $ .50   $ 1.25          100,000             2.50         $	   .87
-----------------------------------------------------------------
                         	400,000             1.00         $	 .5175
=================================================================

Options issued to non-employees in 1998 and 1997 resulted in compensation 
expense of $66,888 and $78,617 respectively, under SFAS 123.

NOTE G COMMON STOCK WARRANTS

In connection with a settlement agreement between the Company and 
Balzac, Inc, a warrant was issued to Balzac to purchase 500,000 shares 
of the Company's common stock at $1.00 per share. 

The warrant, issued at fair market value, is exercisable for a period 
of five years and expires April, 2002.The issuance of these warrants to 
Balzac resulted in compensation expense of $315,453 in 1997 under SFAS 
123.  In 1998, Balzac exercised their option to purchase 100 shares of 
common stock.

In connection with the private sale of Class B convertible preferred 
stock, the Company granted to the Underwriter a warrant to purchase 
300,000 shares of the Company's common stock at $1.00 per share.  The 
warrant, issued at fair market value, is for consideration of future 
consulting services and expires July, 1999.  The issuance of these 
warrants to the Underwriter resulted in compensation expense of $33,434 
in 1997 under SFAS 123.

In addition, the two officers of Global Internet have the option, for 
a period of five years, to exchange any or all of their 600,000 shares 
of common stock of Global Internet into FEHC common stock at a rate of 
one share of FEHC for four shares of Global Internet.  In addition, 
for each share exchanged the officers of Global Internet will receive 
one warrant to purchase one share of FEHC common stock at $1.25 a 
share.

The Company has elected to continue with the accounting treatment for 
stock options and warrants issued to employees under APB 25, which is 
an intrinsic value-based method, and has adopted SFAS 123, which is a 
fair-value based method of accounting for stock options. The Company 
estimates the fair value of each stock award at the grant date by 
using the Black-Scholes option-pricing model with the following 
weighted average assumptions, dividend yield of 0%, expected 
volatility of .1%, risk free interest rate of 6%, and expected lives 
of 5 years for the stock award.  No options were issued to employees 
in 1998.  Had compensation costs been determined based on the fair 
value at the grant date for stock option and stock warrant grants to 
employees consistent with the method of SFAS No. 123, the Company's 
net loss from continuing operations and net loss per share from 
continuing operations would have increased as indicated below for the 
year ended December 31, 1997.



Net (loss) from continuing operations, as reported    ($2,882,769)
Net (loss) from continuing operations, pro-forma      ($2,898,513)
    Net (loss) per share, continuing operations basic
      and diluted, as reported                                  ($.48)
    Net (loss) per share, continuing operations
     basic and diluted, pro-forma                               ($.48)

NOTE H   INCOME TAXES

The tax effects of temporary differences and carryforward amounts that 
give rise to significant portions of the deferred tax assets and 
deferred tax liabilities as of December 31, 1998 and 1997 are:
<TABLE>
 Deferred tax assets:                               1998           1997 
<S>                                           <C>              <C>
Net operating loss carryforwards              $  6,009,000     $5,466,000
Property, equipment, other assets, net              (8,000)        (6,000) 
Litigation settlement                                             102,000
Discontinued operations                            (15,000)      (181,000)
Other                                               24,000         88,000
-------------------------------------------------------------------------
Total gross deferred tax assets                  6,010,000      	5,469,000
Less valuation allowance                        (6,010,000)    	(5,469,000)
-------------------------------------------------------------------------
Net deferred tax assets                       $          0    $         0
========================================================================
</TABLE>

A valuation allowance has been recorded equal to  the net deferred tax 
asset, as management was not able to determine if it is more likely than 
not that the deferred tax assets will be realized.

The valuation allowance increased $541,000 in 1998 and $1,069,000 in 
1997.

The following summary reconciles the income taxes at the statutory rate 
of 37% in 1998 and 1997 with the actual taxes:
<TABLE>
                                               1998                1997
<S>                                         <C>                <C>
  Benefit computed at the statutory
     rate-continuing operations             $   (232,000)      $	(980,000)   
  Discontinued operations                         (7,000)        	(89,000)
  Valuation allowance                            239,000       	1,069,000
-----------------------------------------------------------------------
  Provision for income taxes                $          0       $	       0
============================================================================
</TABLE>

As of December 31, 1998, net operating loss carryforwards were 
approximately $16 million.  Utilization of certain portions of this 
amount is subject to limitations under the Internal Revenue Code.  
Carryforward amounts expire at various dates through 2018.  

NOTE I  RELATED PARTY TRANSACTIONS

The Company contracts out substantial administrative, management and 
accounting functions to a company wholly owned by the former president 
and a current director of the Company.  Monthly fees for such services 
were $21,000 for the period January 1, 1997 through August 31, 1998, 
thereafter the fees were reduced to $14,000.  Total annual fees paid by 
cash and by the issuance of common stock for 1998 and 1997 were 
$225,000 and $252,000 each year, respectively. 

In July 1997, the Company acquired 100,000 shares of common stock of 
ASOTV from NMG, LLC, an entity owned by the wife of the president, in 
exchange for 100,000 shares of common stock of the Company.  The value 
of the common stock issued to NMG, LLC, $50,000, has been classified as 
officer compensation in the accompanying consolidated statements of 
operations.

Consulting fees were paid to the wife of the President for the year 
ended December 31, 1997 in the amount of $5,500.  The amounts paid to 
the wife of the President have been classified as officer compensation 
in the accompanying consolidated statement of operations. 

In 1997 and 1998, the President was advanced approximately $25,000 
which is being repaid in monthly installment of approximately $1,000.

NOTE J   COMMITMENTS

Lease Commitments   The Company has long-term operating lease agreements 
for office space, building and certain equipment. Future minimum lease 
payments required under long-term leases in effect at December 31, 1998 
are as follows:

                 Minimum Rent      	Sublease Rent            Net
 1999             $165,109         $81,888             $83,221
 2000              153,541          81,888              71,653
 2001              147,414          81,888              65,526
 2002              115,769          54,592              61,177
 2003               63,105	                              63,105
 Thereafter        257,679                             257,679

Rent expense for continuing operations was $191,795 and $176,765 in 
1998 and 1997.  Rent expense for discontinued operations was $7,449 in 
1998 and $77,365 in 1997.

Commencing September, 1998 the Company subleased its executive space 
under the terms of a four year sublease.  The Company has not been 
relieved of its primary obligation due under the original lease with 
the lessor.  Monthly payments due under the lease are $6,394.  The 
sublease calls for payments of $6,824 per month for 48 months 
commencing September 1, 1998.  Both the primary lease and the sublease 
expire August 2002.

In January, 1997 the Company completed its expansion of the comedy club 
which included significant leasehold improvements.  The lessor agreed 
to finance the leasehold improvement totaling $150,000.  The $150,000 
note payable bear interest at 12% and is due in 108 monthly 
installments of $2,278 commencing February 1, 1999.

NOTE K   LITIGATION

FEHC knows of no litigation pending, threatened, or contemplated, or 
unsatisfied judgments against it, or any proceedings of which FEHC or 
any of its subsidiaries is a party, except as specified below.  FEHC 
knows of no legal actions pending or threatened, or judgment entered 
against any of its officers or directors or any of its subsidiaries in 
their capacities as such, except as specified below.  

In May 1997, David Spolter and Faige Spolter (Spolter) filed a lawsuit 
against FEHC in the Superior Court of the State of California.  The 
plaintiffs alleged various federal and state securities violations and 
sought recovery of their $75,000 investment plus damages.  On July 1, 
1998, Spolter and FEHC entered into a settlement agreement whereby FEHC 
agreed to pay Spolter $150,000.  $25,000 was paid upon execution of the 
Settlement Agreement and the remaining $125,000 shall be payable in 
monthly installments of $5,000 a month until July 15, 1999 at which 
time all unpaid principal and interest shall become due and payable.  
The note bears interest of 10% per annum.  FEHC agreed to pledge all of 
its stock of its wholly owned subsidiary, Quality Communications, Inc. 
and to provide security interest in all assets of Quality 
Communications, Inc.  In the event of default, the amount due shall be 
$180,000 plus interest at 10% from June 1, 1998, less amounts 
previously paid.  Any unpaid amounts shall be due and payable upon sale 
of the radio station in Gillette, Wyoming.

In 1997, Sharon K. Doud filed a civil action against FEHC, AB Goldberg 
and Quality Communications for breach of contract, fraud and 
misrepresentation for failure to convert Class C Convertible Preferred 
Stock into 91,240 shares of common stock.  In April 1998, a settlement 
agreement was reached between FEHC and Sharon Doud whereby FEHC was 
required to pay $6,150 in legal fees, issue a promissory note in the 
principal sum of $125,000 bearing interest at 9.5% per annum due March 
31, 1999 and cancel the Class C Convertible Preferred Shares. 

During 1997 and 1998, the Company, certain officers and directors of 
the Company and other unrelated parties received requests for 
information from the U.S. Securities and Exchange Commission (SEC) 
related to an investigation begun by the SEC during 1997 into various 
matters.  The Company has since been notified by the Central Regional 
Office of the SEC that it plans to recommend to the Commission that an 
enforcement action be instituted against the Company, its president and 
a former director for failure to make required filings and failure to 
report certain information required by the securities laws.  The 
Company believes it has made all required filings to date and believes 
it has disclosed all information required by the securities laws. There 
can be no assurance as to the final outcome of the investigation or the 
impact, if any, on the operations of the Company.  

NOTE L   FOURTH QUARTER ADJUSTMENTS

During the fourth quarters of 1998 and 1997, the Company recorded the 
following year-end 
adjustments, which it believes are material to the results of that 
quarter:
<TABLE>
                                              1998              1997    
<S>                                         <C>               <C>
Write-down of assets, including goodwill
 of discontinued operations of ASOTV to
   net realizable value                                       $	 490,000
Impairment write down of Balzac note
 Receivable                                 $   81,000        $ 	902,000
Impairment write down of Global Casino's
 Investment                                                   $ 	558,000
Compensation for issuance of common
  stock options  and warrants                                 $ 	434,025
</TABLE>

NOTE M SETTLEMENTS AND RESCISSIONS

Balzac, Inc.

	In April 1996, the Company acquired certain assets from Balzac, Inc., 
("Balzac") a private company which manufactures and distributes toys, 
including a product line of toy balls.  The assets and rights acquired 
consisted of: an exclusive license for Australia, inventory of Balzac 
toys and various other rights.  

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

	In April 1997, Balzac and the Company entered into an agreement whereby 
Balzac would buy back the Australian Licensing Agreement for $800,000 
and would repay the Company $200,000 which was the difference between 
the value of the seized inventory and the obligation under the 
licensing agreement.  The $1,000,000 was to be repaid over forty months 
at 8% per annum.  The $1,000,000 was to be repaid to the Company 
through the sale, by Balzac, of 1,000,000 of the Company's shares of 
common stock owned by Balzac. 

The ability of Balzac to sell all 1,000,000 shares held by Balzac at a 
price of $1.00 to repay its obligation was determined by management to 
be unlikely.  As of December 31, 1997 the note receivable from Balzac 
was determined to be impaired and was written down to its net 
realizable value of $81,344 resulting in an impairment loss of 
$902,018.  As of December 31, 1998 the note receivable was determined 
to be further impaired and was written down to its net realizable value 
of $42,000 resulting in a loss of $39,340.  Subsequent to year end the 
Company was informed by Balzac that it had filed Chapter 11 Bankruptcy 
proceedings.  Management determined the note receivable was unlikely to 
be collected and the remaining $42,000 was written off as of December 
31, 1998. 

NOTE N OTHER BUSINESS DEVELOPMENTS 

On September 15, 1998, the Company entered into a definitive agreement 
with SportsNet, Inc. (SNI)  The effective date of the Agreement will be 
ten days after the following two events have occurred; (i) SNI has 
completed a financing of not less than $1,000,000 and (ii) the Company 
has entered into a contract with a credit card processor for 
participants in the Games satisfactory to both the Company and SNI.  
The Agreement, if and when it becomes effective, will continue in 
effect as long as the Company has a valid internet gaming license 
issued by the Commonwealth  of Dominica or will terminate upon 
revocation of such license by the Commonwealth of Dominica.

As of March 19, 1999, SNI had not completed a financing of $1,000,000 
and the Company terminated the definitive agreement


NOTE 0 SUBSEQUENT EVENTS

In March, 1999 the Board of Directors authorized the issuance of 
options to the president, each member of the Board of Directors and a 
consultant to purchase up to 3,050,000 shares of common stock at prices 
ranging from $.21 per share to $.53 per share.  The exercise price is 
equal to the closing bid price for the Company's common stock on the 
date of the grant.  The exercise of options for 1,200,000 shares is 
contingent on the closing bid price of the Company's common stock of at 
lease $1.00 on the last trading day for 1999.  The exercise of options 
for 1,000,000 shares is contingent upon the execution of definitive 
agreements with two prospective companies that the Company is currently 
negotiating with.  If definitive agreements are not executed by 
December 31, 1999 the options for 1,000,000 shares expire.

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

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

NOTE P    SEGMENT INFORMATION

<TABLE>
<CAPTION>

Financial information by industry segments for the years ended December 
31, 1998 and 1997 is summarized as follows:  
</CAPTION>

                                                           Live 
                                Radio         Video       Entertainment  
<S>                            <C>           <C>          <C>
FOR THE YEAR ENDED
DECEMBER 31, 1998
Revenue   unaffiliated         $  804,004    $   213      	$1,353,667
Revenue   affiliated
Operating income (loss),
 continuing operations            173,883        169         231,442
Total assets                    1,240,090    	960,980         444,095
Depreciation and
 Amortization                      78,619                      6,597
Capital expenditures                3,705     	24,049
Interest Expense                   50,417     23,771           4,316

FOR THE YEAR ENDED
DECEMBER 31, 1997
Revenue unaffiliated           $  771,992    $50,239      	$1,389,533
Revenue affiliated
Operating income (loss),
 continuing operations            104,000    	(31,732)        193,471
Total assets                   1,317,535          0         337,063
Depreciation and
 Amortization                      87,100     35,525           4,105
Capital expenditures               10,144          0           5,224
Interest Expense                   54,577     33,206           4,625
</TABLE>
<TABLE>
                              Other
                             Segments(1)   Eliminations    Consolidated
<S>                            <C>           <C>          <C>
FOR THE YEAR ENDED
DECEMBER 31, 1998
Revenue   unaffiliated         $  75,049                  $2,232,933
Revenue   affiliated             175,956     (175,956)
Operating income (loss),
 continuing operations        (1,056,761)                   (651,427)
Total assets                   1,193,262   (1,357,597)     1,519,850 
Depreciation and
 Amortization                     18,944                     104,160
Capital expenditures                                          27,754
Interest Expense                  26,221                     104,725

FOR THE YEAR ENDED
DECEMBER 31, 1997
Revenue unaffiliated           $ 112,327    $       0     	$2,324,091
Revenue affiliated               175,956     (175,956)
Operating income (loss),
 continuing operations        (3,065,854)                 (2,800,115)
Identifiable assets            1,318,719   (1,344,585)     1,628,732
Depreciation and
 Amortization                      14,446                    141,176
Capital expenditures                5,252                     20,620
Interest Expense                    3,394                     95,333
</TABLE>

(1) Other segments represents the operations of the parent company which 
is primarily responsible for incurring general and administrative 
expenses.  Identifiable assets are essentially investments in 
subsidiaries which are eliminated in consolidation.


























Item 8. Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

There were no disagreements with Gordon, Hughes & Banks LLP with regard 
to matters of accounting principle or disclosure.

PART III

Item 9. Directors , Executive Officers , Promoters and Control Persons

Information concerning the Directors and Executive Officers of the 
Company is as follows: 

                                                      Tenure as Officer  
Name                 Age    Position              or Director      

A. B. Goldberg        51   Director               April 1993 to present
                           President and       Commencing February 1995
                           Chief Executive Officer  to present

William Rubin         38	   Director            November 1998 to present

Doug Olson(1)         50	   Director            February 1999 to present

Howard Stern(1)       44   Director            February 1999 to present

Dr. Theodore Jacobs   66	   Director        November 1996 to August 1998

Dr. Nick Catalano     57	   Director           March 1992 to August 1998

Cindy Jones           43  	Secretary and     April 1994 to November 1998
                          Treasurer

Wende Curtis          35	  Secretary            February 1999 to present

All of the Directors' terms expire at the next annual meeting of 
shareholders or when their successors have been elected and qualified.  
The Officers of the Company serve at the pleasure of 	the Board of Directors.  

(1) These directors were elected February 22, 1999.

The following sets forth background information concerning the above 
Directors and Executive Officers:  

Abraham "A.B." Goldberg has been employed by First Films as Executive 
Producer and Financial Consultant since January 1987.  Mr. Goldberg 
served as Executive Producer for "Almost Blue" and "The Amityville 
Curse."  In addition, he served as Executive Producer for "Mind 
Killer," "Night Vision" and "Lone Wolf."  Mr. Goldberg has been an 
independent consultant and has advised several film companies, 
beginning in 1977 with Innovations/ECA, which produced "The Buddy Holly 
Story" starring Gary Busey and "Under The Rainbow" starring Chevy Chase 
and Carrie Fisher.  He also advised Robert Halmi Productions, a New 
York-based production company which was merged with Hal Roach Studios 
and later acquired by Quintex Entertainment.  Mr. Goldberg served as 
President of Harvard Financial Group, an independent investment 
consulting firm, from November 1976 through April 1982.  Since April 
1982, Mr. Goldberg has consulted with a variety of businesses, 
including First Films.  Mr. Goldberg earned a Bachelor's Degree in 
Finance from the University of Colorado, Boulder, Colorado in 1969 and 
attended the University of Denver College of Law.  Mr. Goldberg was 
elected President and Chief Executive Officer in February 1995.

Douglas Olson Mr. Olson was a former President and Director of the 
Company from March, 1993 to February, 1995.  Since February, 1995 Mr. 
Olson has been the President and owner of Creative Business Services, 
Inc. (CBS) which provides accounting and management information 
services.  The Company outsources its accounting function to CBS.

Howard Stern Howard has been in the Life Insurance business since his 
junior year in college at the University of Pittsburgh in 1975.  A 
Bronze, Silver and Gold Award winner with Northwestern Mutual, Howard 
became a provisional applicant to the Million Dollar Round Table at the 
age of 21.  He became a Life and Qualifying Member in 1994 and has 
consistently qualified for the Top of the Table for the last five 
years. 

In July of 1993 Howard joined The New York Life Insurance Company where 
he was extremely active in product development.  As a charter member of 
New York Life's Chairman's Cabinet, his awards and accomplishments 
included the Professional Experienced Agent Award in 1993 & 1995, New 
York Life's Agent of the Year in 1995 & 1997, the Seymour Smoller 
Distinguished Service Award in 1996, and the Fort Lauderdale Individual 
Life Leader in 1994, 1995, 1997 and 1998.  

Howard achieved the position of Council Vice President in 1997, 
finishing second among all New York Life agents nationally, and in 1998 
became Council President.  Howard was a 1998 faculty member of NYLIC 
University's "Leader For Life" Program.

On October 8, 1998, Howard ended his relationship with the New York 
Life Insurance Company and signed a Career Agent's contract with 
MassMutual Life Insurance Company.

Howard has served as a consultant to several life insurance companies, 
both domestically and abroad, on the development of Variable Products 
marketing and training, and has been a featured speaker at industry 
functions.  He is a member of the (AALU) Advanced Association of Life 
Underwriters, (NALU) National Association of Life Underwriters, (BCLUA) 
Broward County Life Underwriters, and a member of the American Society 
of CLUs.

Howard is a panel member of the (NASD) National Association of 
Securities Dealers Arbitration Board.  He is currently licensed in 20 
states for the sale of Life Insurance and Variable Products.  He is an 
approved "CE" Instructor in 48 states and in 1998 taught 8 classes 
nationally for the American College.    

William "Bill" Rubin is a commercial loan officer having served as a 
vice president with various financial institutions.  Mr. Rubin's 
responsibilities included underwriting and originating construction and 
real estate loans, workout and restricting of real estate loans 
management of loan portfolios in excess of $150 million.  Mr. Rubin 
earned a BBA in Finance and Accounting from Southern Methodist 
University in 1983.  Mr. Rubin serves as a director for Assets 
Management. 


Dr. Nick Catalano is presently serving in his twenty-fourth year as 
professor of English Literature, Communications and music at Pace 
University, New York City.  He is also the University's director for 
the Performing Arts.  Over the past several years, he has been a 
writer/producer for several television network shows, including The 
Bill Cosby Show, PBS documentaries, Doug Hennings' The World of 
Illusion, and TV specials for Richard Belzer on HBO.  Dr. Catalano has 
produced travelogue videos for Video Trips on Greece, the Greek 
Islands, Utah, St. Martin and is currently completing the Hamptons.  In 
addition, he is the founder of "The Big Apple Comedy Showcase" at Pace 
University, now in its 18th year.  It is the oldest college comedy 
series in the country.  Mr. Catalano resigned effective August 29, 
1998.

Dr. Theodore Jacobs, M.D.  graduated from New York Medical College in 
1955 where he was honored by achieving the highest award to a 
graduating medical student.  Dr. Jacobs was Board Certified in Internal 
Medicine in 1962 and Re-Certified in 1977.  Since 1963, Dr. Jacobs has 
worked in private practice in Internal Medicine in an office in Las 
Vegas, Nevada.  Dr. Jacobs has served as a member of the Nevada State 
Board of Medical Examiners, serving for fifteen years as president from 
1980 to 1995.  Dr. Jacobs is currently a Clinical Professor of 
Medicine, University of Nevada School of Medicine and Member, Advisory 
Board to the Dean of the School of Medical Sciences, University of 
Nevada/Reno.  Dr. Jacobs is a member of the Board of Directors of 
Nevada Dance Theater, Las Vegas Symphonic and Chamber Music Society and 
the Nevada Opera Theater.  Dr. Jacobs has received numerous awards for 
outstanding achievement and contributions to his profession and 
community.  Dr. Jacobs was a member of the Board of Directors of Power 
Media Communications International, Inc.  Dr. Jacobs resigned effective 
August 7, 1998.

Cynthia Jones  served as the corporate controller for the Company from 
1982 to 1995.  She currently serves as corporate controller for 
Creative Business Services, Inc.  Ms. Jones resigned in November 1998.

No family relationship exists between or among any of the persons named 
above.  None of the Company's Directors are directors of any other 
company that has a class of equity securities registered under, or 
required to file reports pursuant to, Section 15(d) of the Securities 
Act of 1933 or Section 12 of the Securities Exchange Act of 1934, or 
any company registered as an investment company under the Investment 
Company Act of 1940.  There are no arrangements or understandings 
between any of the named directors or officers and any other persons 
pursuant to which any director or officer was selected or nominated as 
a director or officer.  

Item 10. Executive Compensation

Only one executive officer received compensation in excess of $100,000 
during the fiscal year ended December 31, 1997.  Compensation does not 
include minor business-related and other expenses paid by the Company 
for its officers during fiscal year 1998 and 1997, nor the personal 
usage of a Company automobile.  Such amounts in the aggregate do not 
exceed $10,000.  The Company's Chief Executive Officer, A.B. Goldberg 
received compensation of $14,500, and $148,000 for 1998, and 1997, 
respectively. Mr. Goldberg does not serve as the Company's Chief 
Executive Officer on a full-time basis and provides services to other 
companies.  Amounts paid to the wife of A.B. Goldberg in the amount of 
$5,500 for 1997 have been recorded as officer compensation.  In 
addition, the value of common stock transferred to NMG, LLC in 
connection with litigation settlement are classified as officer 
compensation (See Footnote I).

From time to time, the Company has granted shares of its common stock 
as additional compensation to its officers and key employees for their 
services, as determined by the Company's Board of Directors.  During 
1998 and 1997, no shares were granted to officers or key employees.

As of December 31, 1998, the Company had no group life, health, 
hospitalization, medical reimbursement or relocation plans in effect 
which discriminate, in scope, terms, or operation, in favor of officers 
or directors of the Company and that are not generally available to all 
salaried employees.  Further, the Company has no pension plans or plans 
or agreements which provide compensation on the event of termination of 
employment or change in control of the Company.  

The Company does not pay members of its board of Directors any fees for 
attendance or similar remuneration, but reimburses them for any out-of-
pocket expenses incurred by them in connection with Company business.  

Summary Compensation Table
<TABLE>
              Annual Compensation                 Long term
                                              Awards      Payouts
(a)        (b)   (c)	      (d)  (e)    (f)         (g)       (h)  (i)
Name and                       Other   Restricted Underlying      All 
                                                                  Other
Principal                      Annual  Stock      Options   LTIP 
                                                                  Compen-
                                                                  sation
Position                       Compen- Award(s)   SARs(#)   Payouts ($)  
           Year  Salary  Bonus sation  ($)        ($)       ($)    
                   ($)    ($)
<S>        <C>    <C>    <C>   <C>      <C>       <C>     <C>    <C>
A.B.
 Goldberg  1998   $14,500                   
President
 and       1997   $24,000      $47,500  $76,500
Chief
 Executive
Officer
</TABLE>















Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding ownership 
of the Common Stock of the Company as of February 28, 1999 by (I) each 
person known by the Company to be the beneficial owner of more than 5 
percent of the outstanding common stock of the Company; (ii) each 
director of the Company; and (iii) all executive officers and directors 
of the Company as a group.

Names and Addresses               Beneficial                   Percent 
  of Beneficial Owner             Ownership                   of Class 

Balzac, Inc.                        975,000                        9.7%
11107 Broadway, Suite 1510
New York, NY 10010

Creative Business Services, Inc.(2) 498,366                        5.0%
5495 Marion Street
Denver, CO 80216

A. B. Goldberg                  (1)  22,338                         .2%
7887 E. Belleview, Suite 1114
Englewood, CO 80111

Doug Olson                          498,366                       5.0%
5495 Marion Street
Denver, CO 80216

Howard Stern                        130,000                       1.3%
500 Corporate Drive
Suite 200
Ft. Lauderdale, FL 33334-3603

William Rubin                   (3) 349,333                      3.5%
313 East Fort Ave.
Baltimore, MD 21230

Officers and Directors            1,000,037                      10%
as a Group (2 persons)

(1) Include shares owned by Nannette Goldberg, wife of A.B. Goldberg 
Director of Company and shares owned by his mother and his two 
children.  There are no stock options issued or outstanding to  A. B. 
Goldberg.  All Forms 4 and 5 required to be filed for Changes in 
Beneficial Ownership and Annual Statement of Beneficial Ownership have 
not been filed by this director.

(2) Includes shares owned by Doug Olson, president and sole shareholder 
of Creative Business Services.

 (3) Includes 6,347 shares of Class B convertible preferred stock 
convertible into 79,337 shares of common stock.  

Form 4 and 5 required to be filed for Changes in Beneficial Ownership 
and Annual Statement of Beneficial Ownership have not been timely filed 
by the President and by those directors who have resigned August, 1998. 
(See Item 9)


Item 12. Certain Relationships and Related Transactions

Commencing April 1995, the Company contracted out some administrative, 
management and accounting functions of the Company to a company wholly 
owned by the former president and director of the Company.  Monthly 
fees for such services were $21,000 for the period January 
1,1997through August 31,1998, thereafter the fees were reduced to 
$14,000.  Total annual fees paid by cash and by the issuance of common 
stock for 1998 and 1997 were $225,000 and $252,000 each year, 
respectively. 

In July 1997, the Company acquired 100,000 shares of common stock of 
ASOTV from NMG, LLC, an entity owned by the wife of the president, in 
exchange for 100,000 shares of common stock of the Company.  The value 
of the common stock issued to NMG, LLC, $50,000, has been classified as 
officer compensation in the accompanying consolidated statements of 
operations.

Consulting fees were paid to the wife of the President for the year 
ended December 31, 1997 in the amount of $5,500.  The amounts paid to 
the wife of the President have been classified under officer 
compensation in the accompanying consolidated statements of operations. 


PART IV

Item 13. Exhibits and Reports on Form 8-K

 (a) Exhibits.  The following exhibits are filed herewith pursuant to 
Rule 601 of Regulation S-K or are incorporated by reference to previous 
filings.  

Exhibit  
Table No                  Document                      Reference
 (2) Plan of acquisition, reorganization,
    arrangement, liquidation,                        None
    or succession

(3) Articles of Incorporation and Bylaws            (A)

(4) Instruments defining the rights of security holders, including 
(B) indentures

(9) Voting trust agreement                                None

(10) Material contracts                                    (C)

(13) Annual or quarterly reports, Form 10-QSB             None

(16) Letter on change in certifying accountant             (F)

(18) Letter on change in accounting principles            None

(21) Subsidiaries of the registrant                        (D)

(22) Published report regarding matters submitted
 to a vote of security holders                            None

 (23) Consent of experts and counsel                      (E)

(24) Power of attorney                                   None

(27) Financial Data Schedule                              (6)

(28) Information from reports furnished to state insurance  None
     regulatory authorities

(99) Additional exhibits                                 None

(A) A complete copy of the Company's Articles of Incorporation as 
currently in effect and all amendments thereto was filed as Exhibit 
89.3.1 to the Registrant' Form 10-K for the fiscal year ended December 
31, 1989, and a complete copy of the Company's Bylaws as currently in 
effect was filed as Exhibit 86-3(c) to the Company's Registration 
Statement on Form S-18 (Registration No. 33-9163-D) and are 
incorporated herein by reference thereto.  

(B)	The Company hereby agrees to furnish a copy of the form of its 
convertible subordinated debentures to the Commission upon request.  

(C)	The following material contracts are filed herewith or incorporated 
herein by reference thereto:  

Document Title               Reference             Commission Filing
 Stock Option Agreement     86-10(a)             Registration Statement
  on Robert Beattie                            on Form S-18 (33-9163-D)

 Host Agreement - Annette Funnicello 86-10(b)  Registration Statement
                                               on Form S-18 (33-9163-D)

 Host Agreement - Jill St. John   86-10(c)      Registration Statement
                                               on Form S-18 (33-9163-D)

 Host Agreement - James Farentino   86-10(d)    Registration Statement
                                               on Form S-18 (33-9163-D)

 Host Agreement - Tony Randall      86-10(e)    Registration Statement
                                               on Form S-18 (33-9163-D)

 Video Distribution Agreement -     86-10(f)    Registration Statement
  Lightning Video (Vestron)                    on Form S-18 (33-9163-D)

 Trademark License Agreement -      86-10(g)    Registration Statement
  Rand McNally & Company                       on Form S-18 (33-9163-D)

 Stock Option Agreement           86-10(h)       Registration Statement
  Peter TenEyck                                on Form S-18 (33-9163-D)

 November 4, 1987 amendment to     87-10(a)      Registration Statement
  Vestron Distribution Agreements              on Form S-18 (33-9163-D)

 January 29, 1988 amendment to     87-10(b)      Registration Statement
  Trademark License Agreement                  on Form S-18 (33-9163-D)

 Selluloid Agreement dated March 4, 1988 87-10(d)Registration Statement
                                               on Form S-18 (33-9163-D)

 Children as Teachers of Peach     87-10(e)      Registration Statement
  Agreement dated June 6, 1988                 on Form S-18 (33-9163-D)

 Eastman's Outdoor World and Western  87-10(f)   Registration Statement
  American Films, Inc. dated March 17, 1988    on Form S-18 (33-9163-D)

 Sturgis Exclusive Licensing and Use  87-10(g)   Registration Statement
  Agreement dated July 1987                    on Form S-18 (33-9163-D)

 Best Film and Video Corporation      87-10(h)   Registration Statement
  Distribution Agreement dated December        on Form S-18 (33-9163-D)
   7, 1987

 Gillette,Wyoming Office Lease Agreement 87-10(i)Registration Statement
                                               on Form S-18 (33-9163-D)

 KGWY-FM Tower Lease         87-10(j)           Registration Statement
                                              on Form S-18 (33-9163-D)
 December 15, 1988 Atlantis Video  89-10(a)     Form 10-K for the year
  License Agreement                            ended December 31, 1988

 Iowa Radio Stations Asset Purchase   89-10(b  ) Form 10-K for the year
  Agreement dated April 18, 1989              ended December 31, 1988

 January 31, 1989 License Agreement with 89-10(c) Form 10-K for the year
  Adler Video Marketing, Ltd.                   ended December 31, 1988

 Stock Option Agreement - Ray Ricci   89.10.1   Form 10-K for the year
                                                ended December 31, 1989

 Stock Option Agreement - Ray Ricci   89.10.2   Form 10-K for the year
                                                ended December 31, 1989

 Stock Option Agreement - Keller, Wing, 89.10.3 Form 10-K for the year
  Godbolt and Polakovic                        ended December 31, 1989

 Stock Option Agreement - Dennis Dowd  89.10.4   Form 10-K for the year
                                               ended December 31, 1989

 Rand McNally Video Trip Guide to Ohio  89.10.5   Form 10-K for the year
  Agreement, dated January 11, 1990             ended December 31, 1989

 Wyoming Radio Station Letter of Intent  89.10.6 Form 10-K for the year
  dated March 28, 1990                          ended December 31, 1989

 Settlement Agreement with Miller &     89.10.7  Form 10-K for the year
  Weiss, P.C., dated March 30, 1990             ended December 31, 1989

 Distributor Agreement with Adler Video  89.10.8 Form 10-K for the year
  Marketing, Ltd.                               ended December 31, 1989

 Post-Production Services Agreement     93-10.1  Form 10-K for the year 
                                                ended December 31, 1993

 Settlement Agreement with DCC and      93.10.2  Form 10-K for the year
  Marshall Blonstein                           ended December 31, 1993

 Agreement with Rand McNally and Company 93.10.3 Form 10-K for the year
                                               ended December 31, 1993

 Promissory note with Keller, Wing & Godbolt 93.10.4 Form 10-K for the
                                           year ended December 31, 1993

 Distribution/licensing agreement with   93.10.5 Form 10-K for the year
  Woodknapp and Company                        ended December 31, 1993

 Amendment to Articles of Incorporation  93.10.6 Form 10-K for the year
  Name change                                   ended December 31, 1993

 Amendment to Articles of Incorporation  93.10.7 Form 10-K for the year
  increase authorized shares                    ended December 31, 1993

 Stock Option Agreement   Robert Young   93.10.8 Form 10-K for the year
                                                ended December 31, 1993

 Letter of Intent   Polton Corporation   93.10.9  Form 10-K for the year
                                                ended December 31, 1993

 Promissory note   sample   bridge lenders 93.10.10 Form 10-K for the
                                          year ended December 31, 1993

 Subscription Agreement        93.10.11         Form 10-K for the year
                                               ended December 31, 1993

(D) Not required since the information is ascertainable from the 
Company's financial statements filed herewith.  

(E) A list of all subsidiaries of the Company was filed as Exhibit 89-
22(a) to the Company's Form 10-K for the year ended December 31, 
1988 and is incorporated herein by reference thereto.  

 (b) Reports on Form 8-K
  One report on Form 8-K was filed by the Registrant during the last 
quarter of the period covered by this report.  

  Form 8-K dated November 9, 1998; Item 5.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Company has duly caused this Report to be signed 
on its behalf by the undersigned, thereunto duly authorized.  


                                   FIRST ENTERTAINMENT HOLDING CORP


Dated: March 26, 1999             By/s/ A.B. Goldberg
                                  A. B. Goldberg, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Company and in the capacities and on the dates indicated.  


Dated: March 26, 1999            /s/ A.B. Goldberg  __________
                                 A. B. Goldberg
                                 President and Principal Executive Officer


Dated: March 26,1999             /s/ Wende Curits
                                 Wende Curtis
                                 Secretary 




Dated: March 26, 1999            /s/ William Rubin
                                William Rubin
                                Director


Dated: March 26, 1999             /s/ Doug Olson
                                  Doug Olson
                                  Director


Dated: March 26, 1999             /s/ Howard Stern
                                 Howard Stern
                                 Director