Form 12b-25
                                
             U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                             Commission File No.
                                              0-18866

                                              CUSIP Number
                                              320940109
                                
                   NOTIFICATION OF LATE FILING
                                
                          ( Check One )
[ ] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-QSB
[ ] Form N-SAR

     For Period Ended:  December 31, 1996

     Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.

     Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
n/a

Part I - Registrant Information

Full Name of Registrant:  First National Entertainment Corp.

Address of Principal Executive Office:  600 Enterprise Drive, Suite 600
City, State and Zip Code:        Oak Brook, Illinois 60521

Part II - Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25  (b), the following should be completed.  (Check box
if appropriate)

[ X ]     (a)  The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;

[    ]    (b)  The subject annual report or semi-annual
report/portion thereof will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report/portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and

[    ]    (c)  The accountant's statement or other exhibit
required by Rule 12b-25 (c) has been attached if applicable.




Part III - Narrative

State below in reasonable detail the reasons why the form 10-KSB,
11-K, 20-F, 10-QSB or N-SAR or portion thereof could not be filed
within the prescribed time period.

Closing days of funding on limited liability company of which
Registrant is managing member has been delayed, causing personnel
shortage to reasonably file timely report.  Also, ultimate
closing of such funding material to the information contained
within report on Form 10-QSB.

Part IV - Other Information

(1)  Name and telephone number of person to contact in regard to
this notification:
     Stephen J. Denari,  (630) 573-8209

(2)  Have all other periodic reports required under section 13 or
15 (d) of the Securities and Exchange Act of 1934 or section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed?  If the answer is no,
identify report(s).

          [ X ]  Yes               [   ]  No

(3)  Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof?

          [   ]  Yes                    [ X ]   No

If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results can not be made.

               FIRST NATIONAL ENTERTAINMENT CORP.
          (Name of Registrant as specified in charter)
                                
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.


Date:  February 18,  1997      By: /s/ Stephen J. Denari
                                   Stephen J. Denari, President