UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-K/A
(Amendment No. 1)

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|     |            |  |  |                                                                                          |  |                                                         
|---- | ---------- |  |  | ---------------------------------------------------------------------------------------- |  | --------------------------------------------------------
|     | (Mark One) |  | 
|    
|[X]  |            |  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|    
|    
|     |            |  | 
|     |            |  |  |                                                                                          |  | OR                                                      
|    
|[  ] |            |  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|    
|     |            |  |  |                                                                                          |  | For the transition period from        to               .

Commission file number: 000-30700

Crown Media Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)

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

6430 S. Fiddlers Green Circle, Suite 500,
Greenwood Village, Colorado 80111
(Address of Principal Executive Offices and Zip Code)

(303) 220-7990
(Registrants Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Class A Common Stock, $0.01 par value

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

As of March 2, 2001, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant was
$175,303,064. This excludes shares held by persons who may be considered
affiliates.

As of March 2, 2001, the number of shares of Class A Common Stock, $.01
par value outstanding was 29,373,157, and the number of shares of Class B
Common Stock, $.01 par value, outstanding was 30,670,422.





---



In this amendment to our Annual Report on Form 10-K, the terms we, us
and our refer to Crown Media Holdings, Inc. (Crown Media Holdings) and,
unless the context requires otherwise, Crown Media International, Inc. (Crown
Media International) and Odyssey Holdings, L.L.C. (Odyssey Holdings),
subsidiaries of Crown Media Holdings that operate our business. The term
common stock refers to our Class A common stock and Class B common stock,
unless the context requires otherwise.

Crown Media Holdings hereby amends its Annual Report on Form 10-K for the
year ended December 31, 2000, initially filed with the Securities and Exchange
Commission on March 27, 2000, by amending Part III to include information that
was previously incorporated by reference to our proxy statement for our 2001
annual meeting of stockholders. Rules promulgated under the Securities
Exchange Act of 1934, as amended, require that in order to incorporate this
information by reference to the proxy statement, our definitive proxy statement
must be filed with the Securities and Exchange Commission not later than 120
days after the end of our fiscal year ending December 31, 2000. Our definitive
proxy statement will not be filed within that time period, although we expect
to file the definitive proxy statement and to mail proxy materials to our
stockholders on or about May 7, 2001. The statements made below are made as of
the date of the initial filing.

The Company will hold its annual meeting of stockholders on June 7, 2001.
Proxy materials for that meeting will be mailed to stockholders on or about May
7, 2001. In accordance with the bylaws of Crown Media Holdings and applicable
rules of the Securities and Exchange Commission, any proposal that satisfies
the requirements of Rule 14a-8 under the Exchange Act to be submitted by a
stockholder for inclusion in the proxy materials or for presentation at the
annual meeting of stockholders, as well as any nomination for a person to serve
as a director, must be received by May 5, 2001, at the principal executive
offices of the Company at 6430 S. Fiddlers Green Circle, Suite 500, Greenwood
Village, CO 80111 marked to the attention of the Company Secretary. This date
is ten days after the April 25, 2001 public disclosure of the date of the Crown
Media Holdings 2001 annual meeting.

PART III

ITEM 10. Directors and Executive Officers of the Company

Biographical information about our executive officers is contained in Part
I of our original filing of the Annual Report on Form 10-K for the year ended
December 31, 2000. Following is information about the members of our board of
directors (Board) and other information required by this Item.

Board of Directors

General

Our Board currently has 11 members. The term of the directors continues
until the next annual meeting of stockholders or until their successors are
duly elected and qualified.

Pursuant to a stockholders agreement, our Board consists of 11 individuals
nominated as follows: six nominated by Hallmark Entertainment, the sole holder
of our Class B Common Stock; one nominated by each of Liberty Media
Corporation, VISN Management Corp., a subsidiary of National Interfaith Cable
Coalition, and J.P. Morgan Partners (BHCA), L.P.; and two independent directors
nominated by the Board who are not officers or employees of Hallmark
Entertainment, Liberty Media Corporation, the National Interfaith Cable
Coalition or J.P. Morgan Partners. See Certain Relationships and Related
Transactions-Stockholders Agreement in Item 13.

Of the directors, Robert A. Halmi, Jr., David J. Evans, Robert J. Druten,
Donald J. Hall, Jr., Irvine O. Hockaday, Jr. and John P. Mascotte have been
nominated by Hallmark Entertainment; David B. Koff has been nominated by
Liberty Media Corporation; Wilford V. Bane, Jr. has been nominated by VISN
Management; and Arnold L. Chavkin has been nominated by J.P. Morgan Partners.
Each of Liberty Media Corporation, National Interfaith Cable Coalition and J.P.
Morgan Partners hold Class A Common Stock. In addition, the Board has nominated
Peter A. Lund and William M. Haber as independent directors.

We expect that all of the current directors, except Mr. Haber, will be
nominees for election to the Board at our next annual meeting of stockholders.
On April 2, 2001, Mr. Haber was named President and Chief Executive Officer of
TRIO, an entertainment cable television program service, emphasizing the
popular arts, which is part of the USA Networks, Inc. We anticipate that Mr.
Haber will resign from our Board in the near future because of his position
with TRIO.

2



---



Directors

Robert A. Halmi, Jr., age 44, has been the Chairman of the Board of Crown
Media Holdings since May 2000 and prior to that had been Chairman of the board
of directors of Crown Media International since April 1996. He has also been
the President and Chief Executive Officer of Hallmark Entertainment since April
1994. Mr. Halmi has been an executive producer of award-winning television
programming, such as Lonesome Dove, which won several Emmy Awards, a Golden
Globe Award and a Peabody Award. Prior to joining Hallmark Entertainment, he
was with RHI Entertainment since its inception in 1989.

David J. Evans, age 60, has been the President and Chief Executive Officer
and a director of Crown Media Holdings since May 2000. He was the President and
Chief Executive Officer of Crown Media International from March 1999 to May
2000, and a director of Crown Media International from July 1999 to May 2000.
Prior to that, he was the President and Chief Executive Officer of
Telecommunications International, Inc. from September 1997 until February 1999.
From July 1996 until August 1997, Mr. Evans was the Executive Vice President of
News Corp. and also the President and Chief Executive Officer of Sky Latin
America. Prior to that, he was the President and Chief Operating Officer for
Fox Television from August 1994 until June 1996.

Wilford V. Bane, Jr., age 63, has been a director of Crown Media Holdings
since May 2000. He was the Associate General Secretary of United Methodist
Communications, the communications agency for the United Methodist Church, from
October 1990 to February 2001. Mr. Bane also serves as chair of VISN
Management, a subsidiary of National Interfaith Cable Coalition. He helped
found and launch the Vision Interfaith Satellite Network, the predecessor of
Odyssey Network, and served as the interim Chief Executive Officer for its
first two years.

Arnold L. Chavkin, age 49, has been a director of Crown Media Holdings
since May 2000. From 1998 until May 2000, Mr. Chavkin was a director of Crown
Media International. From April 1991 to January 2001, he was a general partner,
and since January 2001 has been a limited partner, of JPMP Master Fund Manager,
L.P. (formerly Chase Capital Partners), the general partner of JP Morgan
Partners, a general partnership that invests in private equity opportunities
with a significant concentration on the media and telecommunications
industries. Prior to 1991, Mr. Chavkin was a member of Chemical Banks merchant
banking group and a generalist in its corporate finance group. He is a member
of the board of directors of American Tower Corporation, Encore Acquisition
Partners, Inc., R&B Falcon Corporation, SMG, Inc., TeleCorp PCS, Inc., Triton
PCS, Inc., U.S. Silica Company, Carrizo Oil & Gas, Inc. and Wireless One, Inc.

Robert J. Druten, age 53, has been a director of Crown Media Holdings
since May 2000 and was a director of Crown Media International from April 1996
to May 2000. He has also been the Vice President and Chief Financial Officer of
Hallmark Cards since November 1994. Mr. Druten is the Trustee of Entertainment
Properties Trust. He is also a member of the board of directors of Hallmark
Entertainment and Hallmark Cards Holdings Limited.

William M. Haber, age 59, has been a director of Crown Media Holdings
since May 2000. He has been the President of OSTAR Enterprises, Inc., a
theatrical holding company, since 1995. Mr. Haber co-founded the Creative
Artist Agency in 1975. He is a member of the board of directors of Jim Henson
Productions, Inc.

Donald J. Hall, Jr., age 45, has been a director of Crown Media Holdings
since May 2000 and the Vice President, Strategy and Development, of Hallmark
Cards since September 1999. He has also been the Vice Chairman of the board of
directors of Hallmark Cards since 1996. Mr. Hall has served in a variety of
positions for Hallmark Cards since 1971. Mr. Hall was the Vice President,
Product Development, of Hallmark Cards from September 1997 until September
1999. Prior to that, he was the Vice President, Creative, from March 1995 until
September 1997. Mr. Hall is a member of the board of directors of Hallmark
Entertainment and Business Mens Assurance Company of America.

Irvine O. Hockaday, Jr., age 64, has been a director of Crown Media
Holdings since May 2000 and was a director of Crown Media International from
April 1996 until May 2000. He has also been the President and Chief Executive
Officer of Hallmark Cards since January 1986. Prior to joining Hallmark Cards
in 1983, Mr. Hockaday served as President and Chief Executive Officer of Kansas
City Southern Industries, Inc. from 1971 until 1983. He is a member of the
board of directors of Hallmark Cards, Ford Motor Company, Dow Jones & Company,
Inc., Sprint Corporation and UtiliCorp United, Inc. Mr. Hockaday is a trustee
of the Hall Family Foundations, the Aspen Institute and Princeton University.

David B. Koff, age 42, has been a director of Crown Media Holdings since
May 2000. He has also been a Senior Vice President of Liberty Media Corporation
since February 1998. Prior to that, Mr. Koff was the Vice President, Corporate
Development, of Liberty Media Corporation from August 1994 until February 1998.
He also served as the interim President and Chief Executive Officer of Liberty
Digital, Inc. from May 1997 until January 1998. Mr. Koff has served as a member
of the board of directors of Liberty Digital since May 1997.

3



---



Peter A. Lund, age 60, has been a director of Crown Media Holdings since
May 2000 and has been a private investor and a media consultant since June
1997. He has been a director of Hughes Electronic Corporation since April 2000
and since October 1999, he has been serving as the Chief Executive Officer and
as a director of Dreamlife, Inc. He was the President and Chief Executive
Officer of CBS, Inc. from October 1995 until June 1997. Prior to that, Mr. Lund
served in a variety of positions with CBS since 1977. He is also a trustee of
the University of St. Thomas in St. Paul, Minnesota.

John P. Mascotte, age 61, has been a director of Crown Media Holdings
since May 2000 and the President and Chief Executive Officer of Blue Cross and
Blue Shield of Kansas City, Inc. since July 1997. Prior to that, he was the
Chairman of Johnson & Higgins of Missouri, Inc., a privately held insurance
services and employee benefits consulting firm, from January 1996 until June
1997. Mr. Mascotte also served as a consultant to CNA Insurance from May 1995
until December 1995. From 1983 until May 1995, he was the Chairman and Chief
Executive Officer of Continental Corporation, an insurance holding company. Mr.
Mascotte is a member of the board of directors of American Home Products
Corporation, Hallmark Cards, Hallmark Entertainment, Blue Cross and Blue Shield
of Kansas City, Inc., Blue Cross and Blue Shield Association and Business Mens
Assurance Company of America.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on a review of reports filed by our directors, executive officers
and beneficial holders of 10% or more of our shares, and upon representations
from those persons, all Securities and Exchange Commission stock ownership
reports required to be filed by those reporting persons during 2000 were timely
filed.

ITEM 11. Executive Compensation

Compensation of Directors and Executive Officers

Summary Compensation Table

The following table summarizes the compensation paid by us, and any of our
subsidiaries, for services performed for us, to our Chief Executive Officer and
our four other most highly compensated executive officers serving at the end of
2000 (collectively, the Named Executives).

|                                     |  |      |      |     |  |                     |         |            |  |              |         |              |  |              |           |  |  |   |         | 
|------------------------------------ |  | ---- | ---- | --- |  | ------------------- | ------- | ---------- |  | ------------ | ------- | ------------ |  | ------------ | --------- |  |  | - | ------- | 
|                                     |  |      |      |     |  |                     |         |            |  |              |         |              |  | Long-Term   
|                                     |  |      |      |     |  |                     |         |            |  |              |         |              |  | Compensation
|                                     |  |      |      |     |  |                     |         |            |  |              |         |              |  | Awards      
|                                     |  |      |      |     |  | Annual Compensation |         | Securities
|                                     |  |      |      |     |  |                     |         | Underlying |  | All Other   
|Name and Principal                   |  |      |      |     |  | Salary              |         | Bonus      |  | Options/SARs |         | Compensation
|Position                             |  | Year |      | ($) |  | ($)(1)              |         | (#)(2)     |  | (3)         
|                                     |  |      |      |     |  |                     |         |            |  |             
|David J. Evans                       |  |      | 2000 |     |  | $                   | 675,000 |            |  | $            | 337,500 |              |  |              | 927,641   |  |  | $ | 37,825  | 
|                                    
|                                    
|                                    
|                                    
|President and CEO                    |  |      | 1999 |     |  |                     | 571,153 |            |  |              | 281,250 |              |  |              | 2,000,000 |  |  |   | 33,637  | 
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|William J. Aliber(4)                 |  |      | 2000 |     |  |                     | 149,999 |            |  |              | 100,000 |              |  |              | 100,000   |  |  |   |        | 
|                                    
|                                    
|                                    
|                                    
|Executive VP, Chief                  |  |      | 1999 |     |  |                     |        |            |  |              |        |              |  |              |          |  |  |   |        | 
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Financial Officer                   
|                                    
|                                    
|                                    
|                                    
|Lana E. Corbi(5)                     |  |      | 2000 |     |  |                     | 525,000 |            |  |              | 105,000 |              |  |              | 100,000   |  |  |   | 100,090 | 
|                                    
|                                    
|                                    
|                                    
|Executive VP and                     |  |      | 1999 |     |  |                     | 285,384 |            |  |              | 60,000  |              |  |              |          |  |  |   |        | 
|                                    
|                                    
|                                    
|                                    
|Chief Operating Officer             
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Chris R. Moseley(4)                  |  |      | 2000 |     |  |                     | 225,398 |            |  |              | 100,000 |              |  |              | 100,000   |  |  |   | 100,138 | 
|                                    
|                                    
|                                    
|                                    
|Executive VP                        |  |      | 1999 |     |  |                     |        |            |  |              |        |              |  |              |          |  |  |   |        | 
|                                    
|                                    
|                                    
|                                    
|Worldwide Marketing                 
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Charles L. Stanford(4)               |  |      | 2000 |     |  |                     | 259,230 |            |  |              | 60,000  |              |  |              | 50,000    | 
|                                    
|                                    
|                                    
|                                    
|Senior VP Legal and                  |  |      | 1999 |     |  |                     | 33,653  |            |  |              | 30,000  |              |  |              |          |  |  |   | 207     | 
|                                    
|                                    
|                                    
|                                    
|Business Affairs and
General Counsel



---

|(1) |  | Represents performance bonus under the terms of employment agreements
with the Company. See Executive Employment Arrangements.                                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Options awarded under the Amended and Restated Crown Media Holdings, Inc.
2000 Long Term Incentive Plan. See Stock Options Awarded by Crown Media
Holdings during 2000. Includes, in the case of Mr. Evans, options to
purchase 690,141 shares

4



---



|    |  | of our Class A Common Stock issued as a result of the conversion of SARs
previously granted to him under our previous share appreciation rights plan.
Includes, in the case of Ms. Corbi, options to purchase 62,047 shares of our
Class A Common Stock issued as a result of the conversion of SARs previously
granted to Ms. Corbi under the share appreciation rights plan of Odyssey
Holdings.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(3) |  | Represents signing bonus in the case of Ms. Corbi and Ms. Moseley,
payment of 401(k) matching contributions in the case of Mr. Evans, and
payment of life insurance premiums with respect to term life insurance for
the benefit of Mr. Evans, Ms. Corbi, Ms. Moseley and Mr. Stanford.                                                                                                           
|   
|   
|   
|   
|(4) |  | Mr. Aliber commenced his employment with us on July 1, 2000. Ms. Moseley
commenced her employment with us on July 16, 2000. Mr. Stanford commenced
his employment with us on November 15, 1999.                                                                                                                                                                                                   
|   
|   
|   
|   
|(5) |  | Ms. Corbi commenced her employment with us on July 5, 2000, but prior to
that was employed by our subsidiary, Odyssey Holdings; therefore, the
amounts disclosed include compensation paid to Ms. Corbi by both Crown
Media Holdings and Odyssey Holdings during the fiscal year 2000.                                                                                                            

Stock Options Awarded by Crown Media Holdings During 2000

The following table lists stock options granted during 2000 under our
Amended and Restated 2000 Long Term Incentive Plan to the Named Executives. A
number of the options shown for Mr. Evans represent options awarded upon
conversion of share appreciation rights (SARs) previously granted under our
previous share appreciation rights plan. The number of options granted to Mr.
Evans were calculated as that number of shares of Class A Common Stock equal to
the product of (1) the percentage of total SARs held, times (2) the product of
(A) 3% times (B) the number of shares of common stock held by Hallmark
Entertainment and J.P. Morgan Partners, in each case, immediately after
completion of the IPO. These options have an exercise price of $8.33 per share,
have the same vesting schedule as the original SARs, and expire April, 2010.
Other than exercise price, vesting provisions and expiration date, these
options have generally the same terms as all other stock options awarded under
the Plan. The SAR conversion was effective upon closing of the IPO and no
further grants have been, or will be made under the share appreciation rights
plan.

In addition, SARs held by certain employees of Odyssey Holdings were
converted to Crown Media Holdings stock options to purchase a total of 1.3
million shares of Class A Common Stock on August 1, 2000. See Proposal
4Ratification of Amendment to the Amended and Restated Crown Media Holdings,
Inc. 2000 Long Term Incentive Plan. Of the number of options granted to Ms.
Corbi, 62,047 represent Odyssey SARs converted to Crown Media Holdings stock
options, the number of which were calculated as the number of shares of Class A
Common Stock equal to the aggregate appreciation in value of the Odyssey SARs
from the date of grant to the conversion date ($8.6 million) divided by the
closing sale price of the shares of Class A Common Stock on the date of
conversion ($15.88 per share). These options have an exercise price of $8.94
per share, vest in three equal installments, the first on the date of grant and
the remaining two on each of January 1, 2001 and 2002.

In August 2000, the Board altered the vesting schedule of certain options
granted in 2000 from equal annual installments over five years to equal annual
installments over four years. Options granted to Messrs. Evans, Aliber and
Stanford on April 10, 2000 to purchase 237,500, 100,000 and 50,000 shares,
respectively, were subject to the changed vesting schedule.

All other options awarded under the Plan vest ratably on each of the first
four anniversaries after the grant date (except options granted to non-employee
directors, which vest 50% on the date of grant and 50% on the directors
re-election to the Board). The exercise price of the options is determined by
our Compensation Committee in accordance with the Plan, which provides that the
exercise price for incentive stock options is the fair market value of the
Class A Common Stock on the date of grant. The term of any options granted may
not exceed 10 years.

5



---



Option Grants in Last Fiscal Year

|                    |             |                   |         |          |  |          |      |            |  |                              |        |                      |  |                         |        |                      |  |  |          |  |  |  |           |  |  |  |           |  |  |  |            | 
|------------------- | ----------- | ----------------- | ------- | -------- |  | -------- | ---- | ---------- |  | ---------------------------- | ------ | -------------------- |  | ----------------------- | ------ | -------------------- |  |  | -------- |  |  |  | --------- |  |  |  | --------- |  |  |  | ---------- | 
|                    |             | Individual Grants
|                    |             |                  
|                    |             |                   |         |          |  | Percent 
|                    |             |                   |         |          |  | of Total
|                    | Number of   | Options           |         |          |  |          |      |            |  |                              |        |                      |  |                         |        | Potential Realizable
|                    | Securities  | Granted to        |         | Exercise |  |          |      |            |  |                              |        |                      |  | Value at Assumed Annual
|                    | Underlying  | Employees         |         | or Base  |  | Market   |      |            |  |                              |        | Rates of Stock Price
|                    | Options     | in Fiscal         |         | Price    |  | Price    |      | Expiration |  | Appreciation for Option Term
|                    |             |                   |         |          |  |          |      |            |  |                              |        |                      |  |                         |        |                      |  |  |          |  |  | 
|                    |             |                   |         |          |  |          |      |            |  |                              |        |                      |  |                         |        |                      |  | 
|Name                | Granted (#) | Year              |         | ($/Sh)   |  | ($)      |      | Date       |  | 0% ($)                       |        | 5%($)                |  | 10%($)                 
|                    |             |                   |         |          |  |          |      |            |  |                              |        |                      |  |                        
|David J. Evans      |             |                   | 690,141 |          |  |          | 17.5 | %          |  | $                            | 8.33   |                      |  | $                       | 14.00  |                      |  |  | 04/10/10 |  |  |  | 5,748,875 |  |  |  | 9,364,311 |  |  |  | 14,911,100 | 
|                   
|                   
|                   
|                   
|                    |             |                   | 237,500 |          |  |          | 6.0  | %          |  |                              | 14.00  |                      |  |                         |        |                      |  |  | 04/10/10 |  |  |  |           |  |  |  | 5,416,075 |  |  |  | 8,624,194  | 
|                   
|                   
|                   
|                   
|William J. Aliber   |             |                   | 100,000 |          |  |          | 2.5  | %          |  |                              | 14.00  |                      |  |                         |        |                      |  |  | 04/10/10 |  |  |  |           |  |  |  | 2,280,452 |  |  |  | 3,631,239  | 
|                   
|                   
|                   
|                   
|Lana E. Corbi       |             |                   | 62,047  |          |  |          | 1.6  | %          |  |                              | 8.94   |                      |  |                         | 15.875 |                      |  |  | 08/01/10 |  |  |  | 554,700   |  |  |  | 903,548   |  |  |  | 1,438,749  | 
|                   
|                   
|                   
|                   
|                    |             |                   | 37,953  |          |  |          | 1.0  | %          |  |                              | 15.25  |                      |  |                         |        |                      |  |  | 07/05/10 |  |  |  |           |  |  |  | 942,777   |  |  |  | 1,501,215  | 
|                   
|                   
|                   
|                   
|Chris R. Moseley    |             |                   | 100,000 |          |  |          | 2.5  | %          |  |                              | 15.125 |                      |  |                         |        |                      |  |  | 07/16/10 |  |  |  |           |  |  |  | 2,463,703 |  |  |  | 3,923,035  | 
|                   
|                   
|                   
|                   
|Charles L. Stanford |             |                   | 50,000  |          |  |          | 1.3  | %          |  |                              | 14.00  |                      |  |                         |        |                      |  |  | 04/04/10 |  |  |  |           |  |  |  | 1,140,226 |  |  |  | 1,815,620  | 



---

|(1) |  | The potential realizable value portion of the foregoing table illustrates
the value that might be realized upon exercise of the options immediately
prior to the expiration of their term, assuming the specified compounded
rates of appreciation on the Class A Common Stock over the term of the
options. These numbers do not take into account provisions of certain
options providing for termination of the options following termination of
employment, nontransferability or vesting over periods. The use of the
assumed 0%, 5% and 10% returns is established by the Securities and
Exchange Commission and is not intended to forecast possible appreciation
of the price of the Class A Common Stock.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Exercises and Option Values in 2000

None of the Named Executives exercised options in 2000. The table below
shows the number and value of their exercisable and unexercisable options as of
December 31, 2000.

|                    |  |                            |  |                           |  |  |  |  |  |  |                 |  |  |   |                     | 
|------------------- |  | -------------------------- |  | ------------------------- |  |  |  |  |  |  | --------------- |  |  | - | ------------------- | 
|                    |  | Number of Securities       |  | Value of Unexercised     
|                    |  | Underlying Unexercised     |  | In-The-Money Options     
|                    |  | Options At Fiscal Year-End |  | At Fiscal Year-End       
|                    |  | (#)                        |  | ($)                      
|Name                |  | Exercisable/Unexercisable  |  | Exercisable/Unexercisable
|                    |  |                            |  |                          
|David J. Evans      |  |                            |  |                           |  |  |  |  |  |  | 440,922/486,719 |  |  | $ | 5,283,568/4,485,728 | 
|                   
|                   
|                   
|                   
|William J. Aliber   |  |                            |  |                           |  |  |  |  |  |  | 0/100,000       |  |  | $ | 000,000/631,300     | 
|                   
|                   
|                   
|                   
|Lana E. Corbi       |  |                            |  |                           |  |  |  |  |  |  | 20,682/79,318   |  |  | $ | 235,216/453,293     | 
|                   
|                   
|                   
|                   
|Chris R. Moseley    |  |                            |  |                           |  |  |  |  |  |  | 0/100,000       |  |  | $ | 000,000/631,300     | 
|                   
|                   
|                   
|                   
|Charles L. Stanford |  |                            |  |                           |  |  |  |  |  |  | 0/50,000        |  |  | $ | 000,000/315,650     | 

The in-the-money value of unexercised options is equal to the excess of
the closing price per share of our Class A Common Stock on the Nasdaq National
Market on December 29, 2000 ($20.313), the last trading day in fiscal year
2000, over the per share exercise price, multiplied by the number of
unexercised options.

Director Compensation

We do not compensate directors who are employees of Hallmark Cards or its
subsidiaries for services as members of our Board or any of its committees. For
all directors who are not employees of Hallmark Cards or its subsidiaries, we
provide a $28,000 annual retainer and an additional $1,000 per meeting fee for
each extraordinary meeting or meeting in excess of the number of regularly
scheduled meetings. All directors receive reimbursement of expenses incurred in
connection with participation in Board meetings.

Our non-employee directors are eligible for stock option grants under our
Amended and Restated 2000 Long Term Incentive Plan. In May 2000, Messrs. Bane,
Chavkin, Haber, Koff, Lund and Mascotte each received options to purchase 7,800
shares of Class A Common Stock at an exercise price of $14.00 per share. These
options vest 50% on the date of grant and 50% upon re-election to the Board.
After each annual meeting of stockholders, each continuing non-employee
director will be granted options for a number of shares of Class A Common Stock
with a fair market value of $40,000, with an exercise price equal to the fair
market value of the Class A Common Stock on the date of grant.

6



---



Executive Employment Arrangements

Employment Agreement with David J. Evans

On March 1, 1999, Hallmark Entertainment Networks, Inc. (now known as
Crown Media International) entered into an employment agreement with Mr. Evans
that provides for his employment as its President and Chief Executive Officer.
The term of this agreement is three years, but it may be extended by mutual
consent. The agreement provides for an annual base salary of $675,000.
Additionally, Mr. Evans is entitled to receive a performance bonus based on the
growth in Crown Media Internationals net revenues from its fully or partially
owned channels, for each twelve-month period beginning on March 1, 1999. If
this net revenue growth during a twelve-month period is 20% or more, the
performance bonus may be up to 50% of Mr. Evans annual base salary. The bonus
is paid on a pro-rated basis if net revenue growth is under 20%, and Mr. Evans
not entitled to receive a performance bonus if there is no net revenue growth.
Under the agreement, we may also pay Mr. Evans an additional bonus if we
determine appropriate.

The agreement provides that if Mr. Evans employment is terminated other
than for cause or disability, or if Mr. Evans resigns for good reason, then he
will be entitled to a discounted lump sum cash payment equal to the amount of
the base salary due through the end of the term of the agreement and, except
for any annual bonus that is due to Mr. Evans under the agreement, we will have
no further obligations under the agreement. However, if we terminate Mr. Evans
employment other than for cause within the 180-day period before the end of the
term of the agreement, the discounted lump sum payment will be equal to the
amount of the base salary for 180 days following the date of the termination.

Under the employment agreement, Mr. Evans cannot compete with Crown Media
International, or solicit its employees, during the term of his employment.
Additionally, for the one-year period following his termination of employment
for any reason, Mr. Evans may not solicit any person who is working for Crown
Media International as an officer, policymaker or in high-level creative
development or distribution.

Employment Agreement with Lana E. Corbi

On June 21, 2000, Crown Media Holdings entered into an employment
agreement with Lana Corbi that provides for her employment as Chief Operating
Officer. The term of this agreement is three years, but may be extended by
mutual consent. The agreement provides for an annual base salary of $525,000
during the first year of the agreement and $550,000 during the second and third
year of the agreement. Ms. Corbi is entitled to receive within 30 days of the
end of each calendar year during the agreement a performance bonus of no less
than 20% of her then annual salary. In addition, Ms. Corbi received a one time
signing bonus of $100,000.

The employment agreement provides that if Ms. Corbis employment is
terminated other than for cause or disability, then she will be entitled to the
remaining amounts payable under the agreement for the balance of the term of
the agreement. In addition, Ms. Corbi has no obligation to mitigate against the
amounts paid by us pursuant to such a termination.

Under the employment agreement, Ms. Corbi cannot compete with Crown Media
Holdings, or solicit its employees, during the term of her employment.
Additionally, for the one-year period following termination of employment for
any reason, Ms. Corbi may not solicit any person who is working for Crown Media
Holdings as an officer, policymaker or in high-level creative development or
distribution.

Employment Agreement with Chris Moseley

On July 5, 2000, Crown Media Holdings entered into an employment agreement
with Chris R. Moseley that provides for her employment as Executive Vice
President  Worldwide Marketing. The term of this agreement is three years, but
may be extended by mutual consent. The agreement provides for an annual base
salary of $500,000, $550,000 and $600,000, respectively, during each successive
year during the term of the agreement. Ms. Moseley is entitled to receive
within 30 days after the end of each calendar year during the agreement a
performance bonus of no less than 20% and no more than 50% of her then annual
salary. In addition, Ms. Moseley received a one time signing bonus under the
agreement of $100,000.

The employment agreement provides that if Ms. Moseleys employment is
terminated other than for cause or disability, then she will be entitled, in a
lump sum, to the remaining salary and minimum bonus amounts payable for the
balance of the term of the agreement, discounted at prime rates to present
value at the time of payment. In addition, Ms. Moseley is under no obligation
to mitigate against any such amounts paid.

7



---



Ms. Moseleys employment agreement contains identical non-compete and
non-solicitation provisions to those contained in Ms. Corbis employment
agreement and which are described above.

Employment Agreement with Charles L. Stanford

On October 25, 2000, Crown Media Holdings entered into an employment
agreement with Charles L. Stanford that provides for his employment as Senior
Vice President, Business Affairs and General Counsel. The term of this
agreement is three years, but may be extended by mutual consent. The agreement
provides for an annual base salary of $300,000, $330,000 and $350,000,
respectively, during each successive year during the term of the agreement. Mr.
Stanford is entitled to receive a bonus within 30 days after the end of each
calendar year of no less than 20% of the total salary paid to him during such
year.

The employment agreement provides that if Mr. Stanfords employment is
terminated other than for cause or disability, then he will be entitled to
receive the remaining salary due under the agreement for the balance of the
term of the agreement.

Mr. Stanfords employment agreement contains identical non-compete and
non-solicitation provisions to those contained in Ms. Corbis employment
agreement and which are described above.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2000, the functions of the Compensation Committee were
performed by our Board. David J. Evans, one of our directors, is also our
President and Chief Executive Officer, and participated in deliberations of our
Board concerning executive officer compensation.

None of our executive officers serve as a member of a compensation
committee or other board committee performing similar functions of any other
entity.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of March 31, 2001,
with respect to beneficial ownership of our Class A Common Stock and Class B
Common Stock, by each of the Named Executives, each director, each holder of
more than 5% of either Class A or Class B common stock, and all current
directors and executive officers as a group.

Except as indicated in the footnotes to this table, the persons named each
have sole voting and investment power over the shares shown as owned by them,
unless otherwise noted. The percentage of beneficial ownership is based on
34,751,878 shares of our Class A Common Stock and 30,670,422 shares of Class B
Common Stock outstanding as of March 31, 2001.

8



---



|                                                                        |  |         |           |          |  |        |      |          |  |        |            |      |  |         |       |      |  |  |      |     
|----------------------------------------------------------------------- |  | ------- | --------- | -------- |  | ------ | ---- | -------- |  | ------ | ---------- | ---- |  | ------- | ----- | ---- |  |  | ---- | ----
|Amount and Nature of Beneficial Ownership (1)                          
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Name and Address                                                        |  | Class A |           |          |  |        |      | Class B  |  |        |            |      |  | % Total
|Of Beneficial Owner                                                     |  | Common  |           | Percent  |  | Common |      | Percent  |  | Voting
|5% Stockholders:                                                        |  | Stock   |           | of Class |  | Stock  |      | of Class |  | Power 
|                                                                        |  |         |           |          |  |        |      |          |  |       
|Hallmark Entertainment, Inc.(2)                                         |  |         | (2        | )        |  |        | (2   | )        |  |        | 30,670,422 |      |  |         | 100.0 | %    |  |  | 89.8 | %   
|1325 Avenue of the Americas New York, NY 10019                         
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Hallmark Cards, Incorporated(2)(3)                                      |  |         | 160,400   |          |  |        | (2   | )(3)     |  |        | (2         | )(3) |  |         | (2    | )(3) |  |  | (2   | )(3)
|2501 McGee Street Kansas City, MO 64108                                
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Liberty Media Corporation(4)                                            |  |         | 9,504,930 |          |  |        | 27.4 | %        |  |        |           |      |  |         |      |      |  |  | 2.8  | %   
|9197 South Peoria Street Englewood, CO 80112                           
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|National Interfaith Cable Coalition, Inc.(5)                            |  |         | 6,338,028 |          |  |        | 18.2 | %        |  |        |           |      |  |         |      |      |  |  | 1.9  | %   
|810 12th Avenue South Nashville, TN 37203                              
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|J.P. Morgan Partners                                                    |  |         | 3,840,520 |          |  |        | 11.1 | %        |  |        |           |      |  |         |      |      |  |  | 1.1  | %   
|(BHCA), L.P.(6) 390 Madison Avenue New York, NY 10017                  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|The Jim Henson Company, Inc.(7)                                         |  |         | 5,377,721 |          |  |        | 15.5 | %        |  |        |           |      |  |         |      |      |  |  | 1.6  | %   
|1416 North La Brea Avenue Hollywood, CA 90028                          
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Directors and Officers:                                                
|Robert A. Halmi, Jr.                                                    |  |         | 175,000   |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|Arnold L. Chavkin(6)                                                    |  |         | 3,840,520 |          |  |        | 11.0 | %        |  |        |           |      |  |         |      |      |  |  | 1.1  | %   
|Wilford V. Bane, Jr.(8)                                                 |  |         | 3,900     |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|Robert J. Druten                                                        |  |         | 9,500     |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|William M. Haber(8)                                                     |  |         | 3,900     |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|Donald J. Hall, Jr.(3)                                                  |  |         | 2,500     |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|Irvine O. Hockaday, Jr.                                                 |  |         | 20,000    |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|David B. Koff(8)                                                        |  |         | 3,900     |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|Peter A. Lund(8)                                                        |  |         | 3,900     |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|John P. Mascotte(9)                                                     |  |         | 13,900    |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|David J. Evans(10)                                                      |  |         | 498,434   |          |  |        | 1.4  | %        |  |        |           |      |  |         |      |      |  |  | *    |     
|William J. Aliber(11)                                                   |  |         | 28,500    |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|Lana E. Corbi(12)                                                       |  |         | 41,364    |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|Chris R. Moseley                                                        |  |         |          |          |  |        |     |          |  |        |           |      |  |         |      |      |  |  |     |     
|Charles L. Stanford(13)                                                 |  |         | 12,750    |          |  |        | *    |          |  |        |           |      |  |         |      |      |  |  | *    |     
|All directors and executive officers as a group
    (15 persons)(6)(14) |  |         | 4,658,068 |          |  |        | 13.2 | %        |  |        |           |      |  |         |      |      |  |  | 1.4  | %   



---

|*   |  | The percentage of shares or voting power beneficially owned does not
exceed 1% of the class.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934, as
amended, a person has beneficial ownership of any securities as to which
such person, directly or indirectly, through any contract, arrangement,
undertaking, relationship, or otherwise has or shares voting power and/or
investment power or as to which such person has the right to acquire such
voting and/or investment power within 60 days. Percentage of beneficial
ownership as to any person as of a particular date is calculated by
dividing the number of shares beneficially owned by such person by the sum
of the number of shares outstanding as of such date and the number of
unissued shares as to which the person has the right to acquire voting
and/or investment power within 60 days. The number of shares shown
includes outstanding shares of common stock owned as of March 31, 2001 by
the person indicated and shares underlying options owned by such person on
March 31, 2001 that were exercisable within 60 days of that date.
|   
|   
|   
|   
|(2) |  | Based on a Schedule 13D filed on May 19, 2000 jointly by Hallmark Cards,
Inc. and Hallmark Entertainment, Inc. (the Hallmark 13D), who share
voting and dispositive power with respect to 30,670,422 shares of Class B
Common Stock, which are convertible at the option of the holder into an
equivalent number of shares of Class A Common Stock. Does not include,
under the column headed Class A Common Stock, the number of shares of
Class A Common Stock that Hallmark Entertainment would hold if it
converted all of its shares of Class B Common Stock into shares of Class A
Common Stock, which, if so converted, would equal 46.9% of the total
outstanding Class A Common Stock.                                                                                                                                                                                                                                                                                                                                        
|   
|   
|   
|   
|(3) |  | Based on the Hallmark 13D, Hallmark Cards has sole voting and dispositive
power with respect to the 160,400 shares of Class A Common Stock. Excludes
the 30,670,422 shares of Class B Common Stock over which Hallmark
Entertainment and Hallmark Cards share voting and dispositive power and
the equivalent number of shares of Class A Common Stock into which the
shares of Class B Common Stock are convertible at the option of the
holder. Donald J. Hall, Jr., may also be deemed to be a beneficial                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

9



---



|     |  | owner of the share ownership disclosed by Hallmark Entertainment and
Hallmark Cards, as Mr. Hall is a co-trustee of a voting trust which controls
all of the voting securities of Hallmark Cards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(4)  |  | Based on a Schedule 13D filed on May 19, 2000 by Liberty Media
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|    
|    
|    
|(5)  |  | Based on a Schedule 13D filed on May 19, 2000 jointly by National
Interfaith Cable Coalition, Inc. and VISN Management Corp., and who hold
shared voting and dispositive power with respect to the reported shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|    
|    
|    
|(6)  |  | Based on a Schedule 13G filed on February 20,2001 by J.P. Morgan Partners
(BHCA), L.P. (incorrectly described therein as J.P. Morgan Partners
(SBIC), LLC). Includes 3,900 shares of Class A Common Stock underlying
options that are held by Arnold L. Chavkin, a limited partner of JPMP
Master Fund Manager, L.P., the general partner of J.P. Morgan Partners,
and which are vested or will vest within 60 days. Mr. Chavkin shares
investment and voting power with J.P. Morgan Partners with respect to the
3,836,620 shares, but disclaims beneficial ownership of such shares,
except to the extent of his pecuniary interest therein. With respect to
the options to acquire shares of our Class A Common Stock, Mr. Chavkin is
contractually obligated to exercise such options at the request of, and to
transfer shares issued upon exercise to, J.P. Morgan Partners.
|    
|    
|    
|    
|(7)  |  | Based on a Schedule 13D filed on March 26, 2001 jointly by The Jim Henson
Company, Inc. and EM.TV & Merchandising AG, who hold shared voting and
dispositive power with respect to the reported shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|    
|    
|    
|(8)  |  | Consists of 3,900 shares of Class A Common Stock underlying options that
are vested or will vest within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|(9)  |  | Includes 3,900 shares of Class A Common Stock underlying options that are
vested or will vest within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|    
|    
|    
|(10) |  | Consists of 498,434 shares of Class A Common Stock underlying options
that are vested or will vest within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|    
|    
|    
|(11) |  | Includes 25,000 shares of Class A Common Stock underlying options that
are vested or will vest within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|    
|    
|    
|(12) |  | Consists of 41,364 shares of Class A Common Stock underlying options that
are vested or will vest within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|    
|    
|    
|(13) |  | Includes 12,500 shares of Class A Common Stock underlying options that
are vested or will vest within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|    
|    
|    
|(14) |  | Includes 600,698 shares of Class A Common Stock underlying options that
are vested or will vest within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

10



---



SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

| |  |                                                                      
| |  | ---------------------------------------------------------------------
| |  | CROWN MEDIA HOLDINGS, INC.                                           
|
|
|
|
| |  | By:/s/ William J. Aliber                                             
|
|
|
|
|
| |  | William J. AliberExecutive Vice President and Chief Financial Officer

April 30, 2001

11