FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CHAVKIN ARNOLD L   2. Issuer Name and Ticker or Trading Symbol CROWN MEDIA HOLDINGS INC [CRWN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O JP MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 40TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 08/04/2005 (Street) NEW YORK, NY 10020 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock               3,836,620 I See footnote (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 14

(2)

05/09/2010

Class A Common Stock

7,800

7,800

D (3)

Stock Options (right to buy)

$ 17.45

(4)

06/08/2011

Class A Common Stock

2,292

2,292

D (3)

Stock Options (right to buy)

$ 9.76

(5)

05/29/2012

Class A Common Stock

4,098

4,098

D (3)

Restricted Stock Units (6)

$ 0

08/04/2005

A

11,814

(7)

(7)

Class A Common Stock

11,814

$ 0

11,814

D (8)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHAVKIN ARNOLD L C/O JP MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK, NY 10020	X

Signatures

/s/ Arnold L. Chavkin		08/08/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is Chief Investment Officer of JPMP Capital Corp., the general partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including internal rate of return and vesting within JPM BHCA and MF Manager. The Reporting Person disclaims ownership of the securities except to the extent of his pecuniary interest therein.
(2)	These options vested and become exercisable in two equal installments on May 9, 2000 and May 9, 2001, respectively.
(3)	The Reporting Person is contractually obligated to exercise the options at the request of, and to transfer any shares issued under the stock options to, JPM BHCA.
(4)	These options vest and become exercisable in four equal annual installments, commencing June 8, 2002.
(5)	These options vest and become exercisable in four equal annual installments, commencing May 29, 2003.
(6)	The restricted units ("RSUS") were granted to the Reporting Person pursuant to the Amended and Restated Crown Media Holdings, Inc. 2000 Long Term Incentive Plan. The RSUS are subject to forfeiture until certain restrictions have lapsed.
(7)	Each one third of the RSUS vest on each of the first, second and third anniversaries of the date of the grant.
(8)	The RSUS are payable at the discretion of the Issuer in either cash or Class A Common Stock.

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