1
                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           CROWN MEDIA HOLDINGS, INC.


         Crown Media Holdings, Inc., a corporation organized and existing under
the General Corporation Law of Delaware (the "Corporation") and desiring to
amend its Amended and Restated Certificate of Incorporation, hereby certifies
the following:

         1. That at a meeting of the board of directors (the "Board") of the
Corporation, resolutions were duly adopted setting forth a proposed amendment to
the Corporation's Amended and Restated Certificate of Incorporation, and
declaring said amendment to be advisable and directing that the amendment be
submitted to the stockholders at the annual meeting on June 7, 2001. The
resolution setting forth the proposed amendment is as follows:

         RESOLVED, that the first paragraph of Article IV of the Corporation's
         Amended and Restated Articles of Incorporation is amended and restated
         to read in its entirety as follows:

         "The Corporation shall have authority to issue 200,000,000 shares of
         Class A common stock, par value $0.01 per share (the "Class A Common
         Stock"), 120,000,000 shares of Class B common stock, par value $0.01
         per share (the "Class B Common Stock"), and 10,000,000 shares of
         preferred stock, par value $0.01 per share (the "Preferred Stock"). The
         number of authorized shares of any class or classes of stock may be
         increased or decreased (but not below the number of shares thereof then
         outstanding) by the affirmative vote of the holders of the majority of
         the voting power of the Stock of the Corporation entitled to vote,
         irrespective of Del. Code Ann. Tit. 8, Section 242(b)(2)."

         2. That, thereafter, pursuant to resolutions of its Board, the
stockholders of the corporation, upon notice in accordance with Section 222 of
the Delaware General Corporation Law, duly authorized the above amendment.

         3. This amendment to the Corporation's Amended and Restated Certificate
of Incorporation has been duly adopted by the stockholders of the Corporation in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.


                                       46
   2



         IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed by David J. Evans, its President and attested by Judith Whittaker, its
Secretary.


                                            CROWN MEDIA HOLDINGS, INC.


Dated:  June 7, 2001                        By /s/ David J. Evans
                                               ------------------
                                               David J. Evans
                                               President

ATTEST:

/s/ Judith Whittaker
- --------------------
Judith Whittaker
Secretary


                                       47