**EXHIBIT 23.2**

 

**Consent of Independent Registered PublicAccounting Firm**

 

The Board of Directors andStockholders

Crown Media Holdings, Inc.:

 

We consent to theincorporation by reference in the registration statement (No. 333-37588)on Form S-8 of Crown Holdings, Inc. of our reports dated March 28,2006, with respect to the consolidated balance sheets of Crown Media Holdings, Inc.and subsidiaries (the Company) as of December 31, 2005 and 2004, and therelated consolidated statements of operations and comprehensive loss,stockholders’ equity (deficit), and cash flows for each of the years in thethree-year period ended December 31, 2005, management’s assessment of theeffectiveness of internal control over financial reporting as of December 31,2005, and the effectiveness of internal control over financial reporting as of December 31,2005, which reports appear in the December 31, 2005 annual report on Form 10-Kof Crown Media Holdings, Inc. Our report on the consolidated financialstatements refers to the adoption of Statement of Financial AccountingStandards No. 150, Accounting for Certain Financial Instruments withCharacteristics of both Liabilities and Equity, effective July 1, 2003.

 

Our report dated March 28,2006, on management’s assessment of the effectiveness of internal control overfinancial reporting and the effectiveness of internal control over financialreporting as of December 31, 2005, expresses our opinion that Crown MediaHoldings, Inc. and subsidiaries did not maintain effective internal controlover financial reporting as of December 31, 2005 because of the effects ofmaterial weaknesses on the achievement of the objectives of the controlcriteria and contains an explanatory paragraph that states that the followingmaterial weaknesses have been identified and included in management’sassessment as of December 31, 2005:

 

•                The Company does not havesufficient policies and procedures related to the review of the Company’sannual and interim consolidated financial statements. Specifically, the followingdeficiencies were identified: (a) ineffective review of the consolidatedstatement of cash flows; (b) inadequate detailed and comprehensive reviewof the underlying information supporting the amounts included in the Company’sannual and interim consolidated financial statements and disclosures; and (c) inadequatereview of information available subsequent to the financial reporting closeprocess for appropriate recognition and disclosure in the Company’s annual andinterim consolidated financial statements. These deficiencies resulted in amaterial error in the presentation of a non-cash item in the consolidatedstatements of cash flows for the nine-month period ended September 30,2005 and the year ended December 31, 2005; errors in the classification ofshort- and long-term balance sheet accounts in the December 31, 2005consolidated financial statements; and errors in the amounts of commitments andcontingencies disclosed in the December 31, 2005 consolidated financialstatements. These errors were corrected prior to the issuance of the Company’sconsolidated financial statements as of and for the year ended December 31,2005. These deficiencies result in more than a remote likelihood that amaterial misstatement of the annual or interim consolidated financialstatements would not be prevented or detected on a timely basis.

 

•                The Company’s controls overaccess to the general ledger and certain accounting application systems werenot designed effectively to provide adequate segregation of duties. Specifically,the following design deficiencies were identified: (a) certain members ofaccounting management had the ability to both initiate and approve journalentries; (b) certain members of accounting management had the ability toinitiate and approve the payment of invoices and sign checks; and (c) amember of accounting management had access to an accounting application systemand the ability to change information included therein without review andapproval. These deficiencies result in more than a remote likelihood that amaterial misstatement of the annual or interim consolidated financialstatements would not be prevented or detected on a timely basis.

 
|   |   | **/s/ KPMG LLP** | ** ** | ** ** |
|--------|--------|------------------|------------|------------|

 

Denver, Colorado

March 28, 2006

 

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