FIRST NATIONAL ENTERTAINMENT CORP
8-K/A, 1996-06-18
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Form 8-K/A1
First National Entertainment Corp.
June 17, 1996
S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N
                                
                     Washington, D.C.  20549


                          FORM 8 - K/A1
                                
                                
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934


Commission file No.  0-18866        Date of Report:June 10, 1996
                                    (Date of earliest reported event)

                                
               FIRST NATIONAL ENTERTAINMENT CORP.
     (Exact name of small business issuer as specified in its
                            charter)


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


   600 Enterprise Drive, Suite 109, Oak Brook, Illinois  60521
            (Address of principal executive offices)
                                
                         (708) 573-8209
                 (Registrant's telephone number)




    2443 Warrenville Road, Suite 600, Lisle, Illinois  60532
                        (Former Address)
                                



Item 4.  Changes in Registrant's Certifying Accountant

On June 10,  1996, the Company received notification that its
independent auditor, Ernst & Young LLP was resigning as
independent auditor effective immediately.

On June 14, 1996, the Company received a confirmation letter
stating that the client-auditor relationship between the Company
and Ernst & Young LLP had ceased.  This letter indicated that it
had also been sent to the Commission for notification.

The reports of Ernst & Young on the Company's financial
statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles, except that Ernst & Young's report dated October 12,
1995 contained an additional paragraph describing uncertainty as
to pending litigation.

In connection with the audit of the Company's financial statement
for each of the two fiscal years ended June 30, 1994 and 1995,
and in the subsequent interim periods, there were no
disagreements with Ernst & Young on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope and procedures, which, if not resolved to the
satisfaction of Ernst & Young would have caused Ernst & Young to
make reference to the matter in their report.

The Company has requested Ernst & Young to furnish it a letter
addressed to the Commission stating whether it agrees with the
above statement.  A copy of that letter, dated June 17, 1996 is
filed on Exhibit 1 to the Company's Form 8K/A1.


Exhibits

1    Letter from Ernst & Young LLP



Signatures

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

                              First National Entertainment Corp.
                              Registrant


June 17, 1996
                              ___________________________
Date                          Stephen J. Denari
                              President








Signatures

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly cause this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                              First National Entertainment Corp.
                              Registrant


June 17, 1996                 /s/ Stephen J. Denari
Date                          Signature

                              Stephen J. Denari
                              President



                              Index



Exhibits


1    Letter from Ernst & Young LLP



June 17, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C.  20549


Gentlemen:

We have read Item 4 of Form 8-K/A1 dated June 17, 1996, of First
National Entertainment Corp., and are in agreement with the
statements contained therein.




                                   Ernst & Young LLP







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