PROSPECTUS SUPPLEMENT
(To Prospectus dated January 29, 1998)
1,307,502 Shares
BIG ENTERTAINMENT, INC.
This Prospectus Supplement updates the list of selling shareholders
contained in our Prospectus dated January 29, 1998. Explorer Partners, LLC,
which was listed as a selling shareholder, was dissolved effective December 31,
1998 and the warrants held by Explorer were distributed to the following people.
The shares of our common stock listed in the table below are issuable upon
exercise of the warrants that the selling shareholders received from Explorer.
<TABLE>
<CAPTION>
OWNERSHIP OF SHARES OWNERSHIP OF SHARES
OF COMMON STOCK NUMBER OF OF COMMON STOCK
PRIOR TO OFFERING SHARES AFTER OFFERING
NAME AND ADDRESS OF ----------------- OFFERED -----------------
SELLING SHAREHOLDER SHARES PERCENTAGE HEREBY SHARES PERCENTAGE
------------------- ------ ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Timothy J. 1,250 * 1,250 0 0
and Stephanie A. Keating
21 Harrington Road
Moraga, CA 94556
Michael Primasing 2,500 * 2,500 0 0
and Lori-Hattrick
Primasing Family Trust
26 St. Andrew's Place
Alamo, CA 94507
Brent and Patrice 5,000 * 5,000 0 0
Clapacs Family Trust
34 Morella Road
Mosman 2088
New South Wales
AUSTRALIA
Jeffrey D. Goshay 23,749 * 23,749 0 0
Headwaters Capital
220 Montgomery Street
Suite 500
San Francisco, CA 94104
</TABLE>
- ------------
* Less than one percent.
These selling shareholders have each agreed to limit their combined
sales of our common stock so that the total number of shares sold by all
of them as a group on any single trading day will not be more than five percent
of the average daily trading volume of our common stock as reported on the
Nasdaq SmallCap Market (or any other market on which our stock may be
subsequently listed) for the ten trading days immediately preceding the date of
such sales).
The date of this Prospectus Supplement is February 22, 1999.
