SecProbe.io

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Mail Stop 3-5

								June 1, 2005

Charles Y. Tanabe
Senior Vice President
Discovery Holding Company
12300 Liberty Boulevard
Englewood, Colorado 80112

Re:  	Discovery Holding Company
	Registration Statement on Form 10
	File No. 0-51205
	Filed May 9, 2005

Dear Mr. Tanabe:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Treatment of Fractional Shares, page 19

1. If you believe that the cashing out of fractional shares and
the
resulting disproportional issuance of shares does not require
registration under the Securities Act of 1933, please provide your
legal analysis.  Otherwise, please file a Form S-1.

Exhibits

2. We note that certain exhibits to be filed by amendment will be
subject to a confidential treatment request.  Please be advised
that
we will need sufficient time to review such request.

      As appropriate, please amend your Form 10 in response to
these
comments, and mark the documents to reflect changes to the
original
documents.  See Rule 310 in Regulation S-T.  You may wish to
provide
us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  File the response letter as correspondence on EDGAR.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      Please be aware that this Form 10 is a voluntary filing.  As
a
result, the registration statement automatically goes effective on
60
days after your date of filing.  You may wish to withdraw this
filing
prior to effectiveness pursuant to Section 12(g)(1) of the
Securities
Exchange Act of 1934.

      Direct any questions on the financial statements and related
Tracie Northan at (202) 824-5479 or Michael Fay, Branch Chief at
(202) 942-1907.  Direct any other questions to Hanna Teshome at
(202)
942-2975, or in her absence, to me at (202) 942-1850.

								Sincerely,

							Max A. Webb
							Assistant Director

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Discovery Holding Company
June 1, 2005
Page 1

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