**EXHIBIT 23.2**

 

**Consentof Independent Registered Public Accounting Firm**

 

The Board ofDirectors and Stockholders

Crown MediaHoldings, Inc.:

 

Weconsent to the use of our reports dated May 23, 2005, with respect to theconsolidated balance sheets of Crown Media Holdings, Inc. and subsidiaries (theCompany) as of December 31, 2004 and 2003, and the related consolidatedstatements of operations and comprehensive loss, stockholders’ equity, and cashflows for each of the years in the three-year period ended December 31, 2004,and the related financial statement schedule, management’s assessment of theeffectiveness of internal control over financial reporting as of December 31,2004, and the effectiveness of internal control over financial reporting as ofDecember 31, 2004, which reports appear in the December 31, 2004 annual reporton Form 10-K of Crown Media Holdings, Inc. Our report refers to the adoption ofStatement of Financial Accounting Standards No. 150, Accounting for CertainFinancial Instruments with Characteristics of both Liabilities and Equity,effective July 1, 2003.

 

Ourreport dated May 23, 2005, on management’s assessment of the effectiveness ofinternal control over financial reporting and the effectiveness of internalcontrol over financial reporting as of December 31, 2004, expresses our opinionthat Crown Media Holdings, Inc. and subsidiaries did not maintain effectiveinternal control over financial reporting as of December 31, 2004 because ofthe effect of material weaknesses on the achievement of the objectives of thecontrol criteria and contains an explanatory paragraph that states that thefollowing material weaknesses have been identified and included in management'sassessment as of December 31, 2004:

 

•                  The Company’scontrols to assess and apply generally accepted accounting principles regardingthe accounting for non-routine and complex transactions did not operateeffectively due to insufficient levels of appropriately qualified personnel andthe ineffective management review of accounting for such transactions. As aresult of this internal control deficiency, the Company overstated certaininternational assets and understated the impairment expense for those assets;overstated the write-off of certain programming license fees and overstated theprogramming license fee payable; and understated the write-off of deferredfinancing fees and overstated other assets as of and for the year endedDecember 31, 2004. This deficiency resulted in material misstatements to theannual and interim periods, which were corrected by management prior to theissuance of the Company's consolidated financial statements.

 

•                  The Company’s controls to assess and review keyassumptions, spreadsheet formulas and valuation methodologies in the libraryvaluation and related impairment analysis were not adequately designed, nor didthey operate effectively. As a result of this internal control deficiency, theCompany overstated the film library asset and understated the film libraryimpairment as of and for the year ended December 31, 2004. This deficiencyresulted in a material misstatement to the annual and interim periods, whichwas corrected by management prior to the issuance of the Company's consolidatedfinancial statements.

 

 

**KPMG LLP**

 

 

Denver, Colorado

May 23, 2005

 

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