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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Rule 13d-102)

Information to be Included in Statements Filed
Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed Pursuant to Rule 13d-2(b)

(Amendment No. 8)*

Crown Media Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

228411104

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

          * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

          The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	J.P. Morgan Partners (BHCA), L.P.
	13-337-1826
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
	SEC Use
3.	Only
	Citizenship or Place of
4.	Organization		Delaware
			Sole Voting
		5.	Power	3,843,010 (includes Options to purchase 6,390 shares)
Number of
Shares			Shared Voting
Beneficially		6.	Power
Owned by Each			Sole Dispositive
Reporting		7.	Power	3,843,010 (includes Options to purchase 6,390 shares)
Person With:
			Shared
		8.	Dispositive Power
	Aggregate Amount Beneficially Owned by Each				3,843,010 (includes Options to
9.	Reporting Person				purchase 6,390 shares)
	Check if the Aggregate Amount in Row (9)
10.	Excludes Certain Shares (See Instructions)
	Percent of Class Represented by Amount in Row
11.	(9)				5.1%
12.	Type of Reporting Person (See Instructions)
PN

Page 2 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

Item 1.
	(a)	Name of Issuer:
		Crown Media Holdings, Inc.
	(b)	Address of Issuer's Principal Executive Offices:
		6430 S. Fiddlers Green Circle
		Englewood, CO 80111
Item 2.
	(a)	Name of Person Filing:
		J.P. Morgan Partners (BHCA), L.P.
		Supplemental information relating to the ownership and control of the person filing this
		statement is included in Exhibit 1 attached hereto.
	(b)	Address of Principal Business Office or, if none, Residence:
		270 Park Avenue
		New York, New York 10017
	(c)	Citizenship:
		Delaware
	(d)	Title of Class of Securities (of Issuer):
		Common Stock
	(e)	CUSIP Number:
		228411104

Item 3.	If this statement is filed pursuant to §§ 240. 13d-1(b) or 240. 13d-2(b) or (c), check whether the
	person filing is a:
	Not applicable.
Item 4.	Ownership

(a)	Amount Beneficially Owned:
	3,843,010 (includes Options to purchase 6,390 shares)
(b)	Percent of Class:
	5.1% (as of December 31, 2007)
(c)	Number of shares as to which such person has:

Page 3 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

(i)	3,843,010 (includes Options to purchase 6,390 shares)
(ii)	Not applicable.
(iii)	3,843,010 (includes Options to purchase 6,390 shares)
(iv)	Not applicable.

Item 5.	Ownership of Five Percent or Less of a Class
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
	on By the Parent Holding Company or Control Person
	Not applicable.
Item 8.	Identification and Classification of Members of the Group
	Not applicable.
Item 9.	Notice of Dissolution of Group
	Not applicable.
Item 10.	Certification
	Not applicable.

Page 4 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

SIGNATURE

                       After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2008

J.P. MORGAN PARTNERS (BHCA), L.P.
By:JPMP Master Fund Manager, L.P., its general
partner
By: JPMP Capital Corp., its general partner
By:	/c/ John C. Wilmot
	Name:	John C. Wilmot
	Title:	Managing Director

Page 5 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

EXHIBIT 1

               This statement is being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business office is located at 270 Park Avenue, New York, New York 10017. JPMP (BHCA) is engaged in the venture capital and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund", whose principal business office is located at the same address as JPMP (BHCA), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. As general partner of JPMP (BHCA), JPMP Master Fund may be deemed to beneficially own the shares held by JPMP (BHCA). The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. As general partner of JPMP Master Fund, JPMP Capital Corp. may be deemed to beneficially own the shares held by JPMP Master Fund.

               JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.

Page 6 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

SCHEDULE A

JPMP CAPITAL CORP.

Executive Officers¹

President	Ina R. Drew*
Managing Director	Joseph S. Bonocore*
Managing Director	Ana Capella Gomez-Acebo*
Managing Director	John C. Wilmot*
Managing Director and Treasurer	Phillip D. Renshaw-Lewis*
Vice President	William T. Williams Jr.*
Vice President and Assistant Secretary	Judah Shechter*
Vice President and Assistant Secretary	Elizabeth De Guzman*

Directors¹
Ina R. Drew*
John C. Wilmot*

1	Each of whom is a United States citizen except for Ana Capella Gomez-Acebo who is a citizen of Spain.
*	Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan
	Chase & Co., 270 Park Avenue, New York, New York 10017.

Page 7 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

SCHEDULE B

JPMORGAN CHASE & CO.

Executive Officers¹

President and Chief Executive Officer	James Dimon*
Chief Administrative Officer	Frank Bisignano *
Co-Chief Executive Officer, Investment Bank	Steven D. Black*
Chief Financial Officer	Michael J. Cavanagh*
Director of Human Resources	John F. Bradley*
Chief Investment Officer	Ina R. Drew *
Head, Commercial Banking	Samuel Todd Maclin*
Head, Strategy and Business Development	Jay Mandelbaum*
Chief Executive Officer, Treasury & Securities Services	Heidi Miller*
Head, Retail Financial Services	Charles W. Scharf*
Chief Executive Officer, Card Services	Gordon A. Smith*
Global Head, Asset & Wealth Management	James E. Staley*
Co- Chief Executive Officer, Investment Bank	William T. Winters*
General Counsel	Stephen M. Cutler*
Chief Risk Officer	Barry L. Zubrow*

1	Each of whom is a United States citizen.
*	Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan
	Chase & Co., 270 Park Avenue, New York, New York 10017.

Page 8 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

Directors¹

Name	Principal Occupation or Employment;
	Business or Residence Address
Crandall C. Bowles	Chairman and Chief Executive Officer
	Spring Global US, Inc.
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
Stephen B. Burke	President
	Comcast Cable Communications, Inc.
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
James S. Crown	President
	Henry Crown and Company
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
David M. Cote	Chairman and Chief Executive Officer
	Honeywell International Inc.
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York, 10017
James Dimon	Chief Executive Officer
	JPMorgan Chase & Co.
	270 Park Avenue, 8th Floor
	New York, New York 10017-2070
Ellen V. Futter	President and Trustee
	American Museum of Natural History
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
William H. Gray, III	Retired President and Chief Executive Officer
	The College Fund/UNCF
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017

1	Each of whom is a United States citizen.
*	Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270
	Park Avenue, New York, New York 10017.

Page 9 of 10 pages

SCHEDULE 13G

Issuer: Crown Media Holdings CUSIP No.: 228411104

Name	Principal Occupation or Employment;
	Business or Residence Address
Laban P. Jackson, Jr.	Chairman and Chief Executive Officer
	Clear Creek Properties, Inc.
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
Lee R. Raymond	Chairman of the Board and Chief Executive Officer
	Exxon Mobil Corporation
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
Robert I. Lipp	Chairman
	The St. Paul Travelers Companies, Inc.
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
David C. Novak	Chairman and Chief Executive Officer
	Yum! Brands, Inc.
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017
William C. Weldon	Chairman and Chief Executive Officer
	Johnson & Johnson
	c/o JPMorgan Chase & Co.
	270 Park Avenue
	New York, New York 10017

Page 10 of 10 pages