As filed with the Securities and Exchange Commission on May 22, 2000
                                      Registration Statement File No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           CROWN MEDIA HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                 84-1524410
    (State or Other Jurisdiction                    (I.R.S. Employer
          of Incorporation)                        Identification No.)

6430 S. FIDDLERS GREEN CIRCLE, ENGLEWOOD, COLORADO         80111
 (Address of Principal Executive Offices)               (Zip Code)

                  CROWN MEDIA HOLDINGS, INC. 2000 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                            Judith C. Whittaker, Esq.
                                    Secretary
                           Crown Media Holdings, Inc.
                                 Department 339
                                   2501 McGee
                           Kansas City, Missouri 64108
                                 (816) 274-5583
                          (Name, Address and Telephone
               Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED       PROPOSED
                                        MAXIMUM         MAXIMUM       AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE  OFFERING PRICE     AGGREGATE    REGISTRATION
  TO BE REGISTERED   REGISTERED(1)   PER SHARE(2)   OFFERING PRICE      FEE
--------------------------------------------------------------------------------
Class A Common
Stock, par value      10,000,000
$0.01 per share         shares           $14.00      $140,000,000     $36,960
================================================================================
(1)   Represents the maximum number of shares that may be issued under the
      aforenamed employee benefit plan.

(2)   Computed pursuant to Rule 457(h) solely for the purpose of determining the
      registration fee, based on $14, the initial public offering price of the
      registrant's Class A Common Stock.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified in Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Registration Statement (by
incorporation or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission"). These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
--------------------------------------------------------

      The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:

     (a)       The Registrant's prospectus that was a part of the Registrant's
               Registration Statement on Form S-1 (File No. 333-95573), which
               prospectus was filed on January 28, 2000, as amended through May
               1, 2000, including the prospectus filed pursuant to Rule 424(b)
               under the Securities Act.

     (b)       The Registrant's Registration Statement on Form 8-A, filed on
               April 10, 2000.

     (c)       The description of the Registrant's Class A Common Stock
               contained in the Registration Statement on Form 8-A referred to
               in (b) above.

      All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the shares of common stock
offered have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

<PAGE>


ITEM 4.     DESCRIPTION OF SECURITIES.
            -------------------------

      Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
            --------------------------------------

      Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
            -----------------------------------------
      Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides as follows:

      A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.


                                      -3-
<PAGE>

      As permitted by the DGCL, the Registrant has included in its certificate
of incorporation a provision to eliminate the personal liability of its
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to certain exceptions. In addition, the
Registrant's certificate of incorporation and bylaws provide that the Registrant
is required to indemnify its officers and directors under certain circumstances,
including those circumstances in which indemnification would otherwise be
discretionary, and the Registrant is required to advance expenses to its
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified.

      The Registrant maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
           -----------------------------------

      Not applicable.

ITEM 8.    EXHIBITS.
           --------

      A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.

ITEM 9.    UNDERTAKINGS.
           ------------

     (a)   The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act.

               (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or
               the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement
               (or the most recent post-effective amendment thereto); and

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in the Registration Statement;

               provided, however, that paragraphs (i) and (ii) shall not apply
               if the information required to be included in a post-effective
               amendment by those paragraphs is contained in periodic reports
               filed by the Registrant pursuant to Section 13 or Section 15(d)
               of the Exchange Act that are incorporated by reference in this
               Registration Statement.

                                      -4-
<PAGE>

           (2) That, for the purpose of determining any liability under
               the Securities Act, each such post-effective amendment
               shall be deemed to be a new registration statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which
               remain unsold at the termination of the offering.

      (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by a
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by itself is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.


                                      -5-
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on May 22, 2000.

                                    CROWN MEDIA HOLDINGS, INC.


                                    By:/s/ David J Evans
                                       ------------------------------------
                                 Name:     David J Evans
                                Title:     President and Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Judith C. Whittaker, William J. Aliber and Charles Stanford, and each acting
alone, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and on his behalf, and in any
capacities, to sign, execute and file this Registration Statement and any or all
amendments or supplements (including, without limitation, post-effective
amendments and any amendment or amendments or abbreviated registration statement
increasing the amount of securities for which registration is being sought) to
this Registration Statement, with all exhibits and any and all documents
required to be filed with respect thereto, with the Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or either of them, or their substitute or
substitutes, may lawfully do or cause to be done.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 22, 2000.

        Signature                                 Title

/s/ Robert A. Halmi, Jr         Chairman of the Board
----------------------------
    Robert A. Halmi, Jr

/s/ David J. Evans              President, Chief Executive Officer and Director
----------------------------
    David J. Evans                (Principal Executive Officer)


/s/ William J. Aliber           Chief Financial Officer
----------------------------
    William J. Aliber              (Principal Financial and Accounting Officer)

/s/ Irvine O. Hockaday, Jr.     Director
----------------------------
    Irvine O. Hockaday, Jr.

/s/ Robert J. Druten            Director
----------------------------
    Robert J. Druten

/s/ Wilford V. Bane, Jr.        Director
----------------------------
    Wilford V. Bane, Jr.

/s/ Arnold L. Chavkin
----------------------------    Director
    Arnold L. Chavkin

                                       -6-
<PAGE>

/s/ Donald J. Hall, Jr.         Director
----------------------------
    Donald J. Hall, Jr.

/s/ Peter A. Lund               Director
----------------------------
    Peter A. Lund

/s/ John P. Mascotte            Director
----------------------------
    John P. Mascotte













                                      -7-

<PAGE>


                                  EXHIBIT INDEX

       EXHIBIT
       NUMBER                             EXHIBIT TITLE
       ------                             -------------

         4.1        --2000 Long Term Incentive Plan (incorporated by reference
                      to Exhibit 10.14 to the Registrant's Registration
                      Statement on Form S-1 (Registration No. 333-95573)).

          5         --Opinion of Wachtell, Lipton, Rosen & Katz.

        23.1        --Consent of Arthur Andersen LLP.

        23.2        --Consent of Arthur Andersen LLP.

        23.2        --Consent of Wachtell, Lipton, Rosen & Katz (included in
                       Exhibit 5).

         24         --Powers of Attorney (included on signature page).





                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18479}]
{"company-data": {"conformed-name": "CROWN MEDIA HOLDINGS INC", "cik": "0001103837", "assigned-sic": "4841", "irs-number": "841524410", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37588", "film-number": "641539"}, "business-address": {"street1": "6430 S FIDDLERS GREEN CIRCLE #500", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "2122819224"}, "mail-address": {"street1": "6430 S FIDDLERS GREEN CIRCLE #500", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}}
As filed with the Securities and Exchange Commission on May 22, 2000
                                      Registration Statement File No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           CROWN MEDIA HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                 84-1524410
    (State or Other Jurisdiction                    (I.R.S. Employer
          of Incorporation)                        Identification No.)

6430 S. FIDDLERS GREEN CIRCLE, ENGLEWOOD, COLORADO         80111
 (Address of Principal Executive Offices)               (Zip Code)

                  CROWN MEDIA HOLDINGS, INC. 2000 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                            Judith C. Whittaker, Esq.
                                    Secretary
                           Crown Media Holdings, Inc.
                                 Department 339
                                   2501 McGee
                           Kansas City, Missouri 64108
                                 (816) 274-5583
                          (Name, Address and Telephone
               Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED       PROPOSED
                                        MAXIMUM         MAXIMUM       AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE  OFFERING PRICE     AGGREGATE    REGISTRATION
  TO BE REGISTERED   REGISTERED(1)   PER SHARE(2)   OFFERING PRICE      FEE
--------------------------------------------------------------------------------
Class A Common
Stock, par value      10,000,000
$0.01 per share         shares           $14.00      $140,000,000     $36,960
================================================================================
(1)   Represents the maximum number of shares that may be issued under the
      aforenamed employee benefit plan.

(2)   Computed pursuant to Rule 457(h) solely for the purpose of determining the
      registration fee, based on $14, the initial public offering price of the
      registrant's Class A Common Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified in Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Registration Statement (by
incorporation or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission"). These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
--------------------------------------------------------

      The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:

     (a)       The Registrant's prospectus that was a part of the Registrant's
               Registration Statement on Form S-1 (File No. 333-95573), which
               prospectus was filed on January 28, 2000, as amended through May
               1, 2000, including the prospectus filed pursuant to Rule 424(b)
               under the Securities Act.

     (b)       The Registrant's Registration Statement on Form 8-A, filed on
               April 10, 2000.

     (c)       The description of the Registrant's Class A Common Stock
               contained in the Registration Statement on Form 8-A referred to
               in (b) above.

      All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the shares of common stock
offered have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4.     DESCRIPTION OF SECURITIES.
            -------------------------

      Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
            --------------------------------------

      Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
            -----------------------------------------
      Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides as follows:

      A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                                      -3-
As permitted by the DGCL, the Registrant has included in its certificate
of incorporation a provision to eliminate the personal liability of its
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to certain exceptions. In addition, the
Registrant's certificate of incorporation and bylaws provide that the Registrant
is required to indemnify its officers and directors under certain circumstances,
including those circumstances in which indemnification would otherwise be
discretionary, and the Registrant is required to advance expenses to its
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified.

      The Registrant maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
           -----------------------------------

      Not applicable.

ITEM 8.    EXHIBITS.
           --------

      A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.

ITEM 9.    UNDERTAKINGS.
           ------------

     (a)   The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act.

               (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or
               the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement
               (or the most recent post-effective amendment thereto); and

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in the Registration Statement;

               provided, however, that paragraphs (i) and (ii) shall not apply
               if the information required to be included in a post-effective
               amendment by those paragraphs is contained in periodic reports
               filed by the Registrant pursuant to Section 13 or Section 15(d)
               of the Exchange Act that are incorporated by reference in this
               Registration Statement.

                                      -4-
(2) That, for the purpose of determining any liability under
               the Securities Act, each such post-effective amendment
               shall be deemed to be a new registration statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which
               remain unsold at the termination of the offering.

      (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by a
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by itself is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      -5-
SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on May 22, 2000.

                                    CROWN MEDIA HOLDINGS, INC.

                                    By:/s/ David J Evans
                                       ------------------------------------
                                 Name:     David J Evans
                                Title:     President and Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Judith C. Whittaker, William J. Aliber and Charles Stanford, and each acting
alone, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and on his behalf, and in any
capacities, to sign, execute and file this Registration Statement and any or all
amendments or supplements (including, without limitation, post-effective
amendments and any amendment or amendments or abbreviated registration statement
increasing the amount of securities for which registration is being sought) to
this Registration Statement, with all exhibits and any and all documents
required to be filed with respect thereto, with the Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or either of them, or their substitute or
substitutes, may lawfully do or cause to be done.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 22, 2000.

        Signature                                 Title

/s/ Robert A. Halmi, Jr         Chairman of the Board
----------------------------
    Robert A. Halmi, Jr

/s/ David J. Evans              President, Chief Executive Officer and Director
----------------------------
    David J. Evans                (Principal Executive Officer)

/s/ William J. Aliber           Chief Financial Officer
----------------------------
    William J. Aliber              (Principal Financial and Accounting Officer)

/s/ Irvine O. Hockaday, Jr.     Director
----------------------------
    Irvine O. Hockaday, Jr.

/s/ Robert J. Druten            Director
----------------------------
    Robert J. Druten

/s/ Wilford V. Bane, Jr.        Director
----------------------------
    Wilford V. Bane, Jr.

/s/ Arnold L. Chavkin
----------------------------    Director
    Arnold L. Chavkin

                                       -6-
/s/ Donald J. Hall, Jr.         Director
----------------------------
    Donald J. Hall, Jr.

/s/ Peter A. Lund               Director
----------------------------
    Peter A. Lund

/s/ John P. Mascotte            Director
----------------------------
    John P. Mascotte

                                      -7-
EXHIBIT INDEX

       EXHIBIT
       NUMBER                             EXHIBIT TITLE
       ------                             -------------

         4.1        --2000 Long Term Incentive Plan (incorporated by reference
                      to Exhibit 10.14 to the Registrant's Registration
                      Statement on Form S-1 (Registration No. 333-95573)).

          5         --Opinion of Wachtell, Lipton, Rosen & Katz.

        23.1        --Consent of Arthur Andersen LLP.

        23.2        --Consent of Arthur Andersen LLP.

        23.2        --Consent of Wachtell, Lipton, Rosen & Katz (included in
                       Exhibit 5).

         24         --Powers of Attorney (included on signature page).

                                      -8-