##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549




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Form 10-K/ A

Amendment No. 1


|  |  |                                                                                             
|- |  | --------------------------------------------------------------------------------------------
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
| 
|  |  | For the fiscal year ended January 31,
    2003                                              
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period
    from           to                                             

Commission File No. 000-29347



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Lightspan, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                              |  |                                         
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                                                      |  | 33-0585210                              
|(State or other jurisdiction of
    incorporation or organization)                            |  | (I.R.S. Employer
    Identification No.)
|                                                                                             
|10140 Campus Point Drive
    San Diego, California(Address of principal executive
    office) |  | 92121-1520(Zip Code)                    

(858) 824-8000

(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:

Common Stock

(Title of Each Class)


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 periods
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.    Yes þ         No o

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.    o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act).    Yes o         No þ

As of July 31, 2002, the aggregate market
value of registrants voting and non-voting stock held by
non-affiliates, based upon the closing sales price for the
registrants common stock, as reported on the Nasdaq
National Market, was approximately $43.6 million. To
determine this aggregate market value, the registrant has
excluded from the total number of shares outstanding as of
July 31, 2002 shares of common stock held by each officer
and director and by each person who owns 5% or more of the
outstanding common stock as such persons may be deemed to be
affiliates. This determination of affiliate status is not
necessarily a conclusive determination for any other purposes.

Number of shares of registrants common
stock outstanding as of March 31, 2003: 47,677,851

EXPLANATORY NOTE:This Amendment No. 1 on Form 10-K/ A (Amendment
No. 1) amends the Registrants Annual Report on
Form 10-K, as filed by the Registrant on April 29,
2003 (the Report), and is being filed solely to
replace Part III, Item 10 through Item 13.
Consistent with rules amendments recently proposed by the United
States Securities and Exchange Commission (the SEC),
this Amendment No. 1 is also accompanied by a new
certification by the Registrants Chief Executive Officer
and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act. In accordance with SEC Release
No. 34-47551, this certification is submitted as
Exhibit 99.1 and Exhibit 99.2 to this Amendment
No. 1. Except as otherwise stated herein, all other
information contained in the original Report has not been
updated by this Amendment No. 1.



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TABLE OF CONTENTS



|                  |                                                                                                         |  |  |  |  |  |  | 
|----------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|TABLE OF CONTENTS
|PART III         
|                  | Item 10. Directors and Executive Officers of the Registrant                                            
|                  | Item 11. Executive Compensation                                                                        
|                  | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|                  | Item 13. Certain Relationships and Related Transactions                                                
|SIGNATURES       
|EXHIBIT 99.1     
|EXHIBIT 99.2     



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##### Table of Contents



LIGHTSPAN, INC.

2003 ANNUAL REPORT ON FORM 10-K/
A


Amendment No. 1







TABLE OF CONTENTS


|           |           |  |    |                                                                                                    |  |  |    | 
|---------- | --------- |  | -- | -------------------------------------------------------------------------------------------------- |  |  | -- | 
|           |           |  |    | Page                                                                                              
|           |           |  |    |                                                                                                   
|PART III  
|           | Item  10. |  |    | Directors and Executive Officers of the Registrant                                                 |  |  | 3  | 
|           | Item  11. |  |    | Executive Compensation                                                                             |  |  | 5  | 
|           | Item  12. |  |    | Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters |  |  | 11 | 
|           | Item  13. |  |    | Certain Relationships and Related Transactions                                                     |  |  | 13 | 
|SIGNATURES |           |  | 14 |                                                                                                   

The following are trademarks or service marks of
Lightspan, Inc.:

|                                   |  |                                   |  |                           
|---------------------------------- |  | --------------------------------- |  | --------------------------
| Academic.com                     |  |  Learning Search                 |  |  The Lightspan Network®  
| AcademicOnline 2000              |  |  Lightspan                       |  |  Lightspan Partnership   
| Academic Systems                 |  |  Lightspan.com                   |  |  Lightspan Reading Center
| Desktop Professional Development |  |  Lightspan Achieve Now           |  |  School Focus            
| Ed-mail®                         |  |  Lightspan Achieve Now Online    |  |  StudyWeb®               
| eduTest.com                      |  |  Lightspan Adventures            |  |  Your Class Online       
| Family Focus                     |  |  Lightspan Assessment Builder    |  |  Your School Online      
| Global Schoolhouse®              |  |  Lightspan Early Reading Program |  |                           
| LearningPlanet.com               |  |  Lightspan eduTest Assessment    |  |                           

All other trade names, trademarks and service
marks appearing in this Annual Report on Form 10-K are the
property of their holders.

2



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##### Table of Contents






PART III




Item 10.     Directors
and Executive Officers of the Registrant

Information regarding our executive officers is
located in Part I, Item I of this Annual Report, under the
caption Executive Officers and Key Employees of the
Registrant.

The following table sets forth information about
our directors as of April 30, 2003:

|                       |  |     |    |          |  |                                                  
|---------------------- |  | --- | -- | -------- |  | -------------------------------------------------
|Name                   |  | Age |    | Position
|                       |  |     |    |         
|John T. Kernan         |  |     | 57 |          |  | Chairman of the Board and Chief Executive Officer
|Carl E. Zeiger         |  |     | 60 |          |  | President, Chief Operating Officer and Director  
|Jeffrey W. Brown       |  |     | 41 |          |  | Director                                         
|Elizabeth R. Coppinger |  |     | 51 |          |  | Director                                         
|Douglas M. Holtby      |  |     | 56 |          |  | Director                                         
|Barry J. Schiffman     |  |     | 57 |          |  | Director                                         
|Hugh M. Tietjen        |  |     | 68 |          |  | Director                                         

John T. Kernanco-founded Lightspan and has served as
our Chairman and Chief Executive Officer since inception,
September 1993. Prior to co-founding Lightspan, Mr. Kernan
served as Chairman and Chief Executive Officer of Jostens
Learning Corporation, an educational software company.
Mr. Kernan developed Jostens Learning from a start-up
company in 1985 (then named Education Systems Technology
Corporation) to one of the largest educational software
businesses in the United States. Under Mr. Kernans
leadership, Jostens Learning was a leading supplier of
pre-kindergarten through adult educational software. Prior to
founding Jostens Learning, Mr. Kernan was an executive with
Gill Cable Corporation, a Northern California cable TV operator.
He also was Vice President of Product Development for DELTAK,
Inc. (now NETg), then the nations largest provider of
video-based training for technical professionals.
Mr. Kernan was the President of the Software Publishers
Association, has been named Educator of the Decade
by Electronic Learning Magazine and regional Entrepreneur
of the Year by Inc. Magazine, among other distinctions.
Mr. Kernan was a founder of Academic Systems, which has
since been acquired by Lightspan, and Elemental Software, which
has since been acquired by Macromedia. Mr. Kernan is a
member of the Board of Directors of TechNet and Varsity Group,
Inc. Mr. Kernan holds a Bachelor of Science from Loyola
College.

Carl E. Zeigerco-founded Lightspan and has served as
our President and Chief Operating Officer and as a director
since September 1993. He also served as our Interim Chief
Financial Officer and Secretary from June 2000 to January 2001.
Prior to co-founding Lightspan, Mr. Zeiger served as the
President and Chief Operating Officer of Jostens Learning
Corporation. Along with Mr. Kernan, Mr. Zeiger
developed Jostens Learning into a leading supplier of
pre-kindergarten through adult educational software. Prior to
joining Jostens Learning, Mr. Zeiger served as Senior Vice
President of Finance for Integrated Software Systems
Corporation, a leading provider of representation graphics
software, and managed its initial and secondary public offerings
and its eventual sale to Computer Associates. Mr. Zeiger is
a Certified Public Accountant in the State of California and
holds a Bachelor of Science from the University of Denver.

Jeffery W. Brownhas
served as one of the Companys directors since February
2002. Since March 1999, Mr. Brown has served as Executive
Director of Strategy, Development and Investments for Cox
Communications. Mr. Brown served as Vice President and
General Counsel for TCA Cable TV from January 1998 until its
acquisition by Cox Communications in 1999. Mr. Brown also
serves on the Board of Directors of Security Broadband
Corporation and TV Gateway, LLC. Mr. Brown has also been a
private practice attorney specializing in business, corporate
and mergers and acquisitions law. Mr. Brown holds a Juris
Doctorate from the South Texas College of Law and a Bachelor of
Business Administration in Finance and Accounting from the
University of Houston.

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Elizabeth R. Coppingerhas served as one of the
Companys directors since March 2001. Ms. Coppinger
has been with Sony since January 1991, most recently as Senior
Vice President, New Business Development and Strategic
Alliances. Prior to joining Sony Corporation of America,
Ms. Coppinger was with the Broadcast and Professional Group
at Sony Electronics, Inc. where she worked in New Business
Development. Ms. Coppinger holds a Bachelor of Science in
Chemistry from the University of Washington.

Douglas M. Holtbyis
currently serving as Director and Secretary of Multivan
Broadcast Corporation, a television company, a position he has
held since its incorporation in 2001, as Chief Executive Officer
and President of Arbutus Road Investments Inc. and MKC Capital
Inc., family investment companies, and as Chief Executive
Officer and Director of Star of Fortune Gaming Management, a
Vancouver casino. From 2000 to 2001, Mr. Holtby served as a
Canwest Trustee/ Director of each of ROBtv Partnership, a
business television channel, and CKVU Sub Inc., a Vancouver
television station. From 1989 to 1996 Mr. Holtby served as
President and CEO of WIC Western International Communications
Ltd., an integrated Canadian communications, broadcast and
entertainment company. Mr. Holtby also serves on the Board
of Directors of Lions Gate Entertainment Corp. and CINAR
Corporation. Mr. Holtby is a member of the Institutes of
Chartered Accountants of Alberta and British Colombia.

Barry J. Schiffmanhas served as one of the
Companys directors since August 1997. Mr. Schiffman
is currently CEO of Globespan Capital Partners, a venture
capital firm in Palo Alto, California and Boston, Massachusetts.
From October 1996 through December 2002, Mr. Schiffman
served as President, Chief Investment Officer and a director of
JAFCO America Ventures, Inc., a venture capital firm. From March
1995 to October 1996, he was a general partner at Weiss, Peck
& Greer Venture Partners, a venture capital firm.
Mr. Schiffman is currently a member of the board of several
private companies. Mr. Schiffman holds a Bachelor of
Science from Georgia Institute of Technology and a Masters in
Business Administration from the Stanford Graduate School of
Business.

Hugh Tietjenis
currently serving as General Partner of Rutherford Group, a
partnership with interests in the high technology and wine
industries, a position he has held since January 1993. Prior to
that, Mr. Tietjen founded Computer Intelligence (now known
as Harte-Hanks Market Intelligence) in 1969 to provide market
research for the computer industry. Under his direction, the
company became the dominant source of primary market data for
the computer and communications industries with $40 million
in revenue. In addition to managing Computer Intelligence, he
served as Senior Vice President for Ziff Communications after
its acquisition of Computer Intelligence. Mr. Tietjen
entered the computer industry with IBM and served in a variety
of technical and marketing management positions. While on leave
from IBM, Mr. Tietjen managed a program development group
at the National Security Agency in Washington, D.C.
Mr. Tietjen holds a Bachelor of Science from the University
of Southern California.

Compliance with Section 16(a) of the
Exchange Act

Section 16(a) of the Securities Exchange Act
of 1934, as amended (the 1934 Act) requires the
Companys directors and executive officers, and persons who
own more than ten percent of a registered class of the
Companys equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent stockholders
are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

To the Companys knowledge, based solely on
a review of the copies of such reports furnished to the Company
and written representations that no other reports were required,
during the fiscal year ended January 31, 2003, all
Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial
owners were complied with.

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Item 11.     Executive
Compensation

COMPENSATION OF DIRECTORS

All of the Companys directors may be
reimbursed for certain expenses in connection with attendance at
Board of Directors and committee meetings, and three directors
currently receive cash compensation for services on the Board or
any committee thereof. Cash compensation currently consists of
an annual fee of $18,000 for Board service (pro rated for
partial years) and $1,500 for each committee meeting attended.
This compensation began in fiscal year 2003. In addition, all
directors are eligible to participate in the Companys 2000
Equity Incentive Plan (the 2000 Plan). The following
table shows for the fiscal year ended January 31, 2003,
compensation paid to these three directors:

|                  |  |               |        |              |  |              |       |  |  |   |        | 
|----------------- |  | ------------- | ------ | ------------ |  | ------------ | ----- |  |  | - | ------ | 
|                  |  |               |        | Committee    |  |             
|                  |  | Board Service |        | Attendance   |  | Total       
|Name              |  | Compensation  |        | Compensation |  | Compensation
|                  |  |               |        |              |  |             
|Jeffrey W. Brown  |  | $             | 7,050  |              |  | $            | 1,500 |  |  | $ | 8,550  | 
|Douglas M. Holtby |  | $             | 10,016 |              |  | $            | 1,500 |  |  | $ | 11,516 | 
|Hugh M. Tietjen   |  | $             | 8,000  |              |  | $            | 1,500 |  |  | $ | 9,500  | 

During the last fiscal year, the Company granted
options covering 40,000 shares to each of Mssrs. Brown,
Holtby and Tietjen, at exercise prices per share of $1.20, $1.56
and $1.56, respectively, which were equal to the fair market
value of the Companys Common Stock on the dates of grant
(based on the closing sales price reported on the Nasdaq
National Market for the date of grant). The options will vest
25% one year from the date of grant, and 1/36 of the remaining
options will vest each month thereafter. The options will fully
vest upon a change in control, as defined in the Companys
option plans, unless the acquiring company assumes the options
or substitutes similar options.

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table shows for the fiscal years
ended January 31, 2003, 2002 and 2001, compensation awarded
or paid to, or earned by, the Companys Chief Executive
Officer and its other four most highly compensated executive
officers at January 31, 2003 (the Named Executive
Officers):

|                            |                                  |        |      |                     |  |              |         |            |  |              |         |         |  |  |         |         |  |   |         |         | 
|--------------------------- | -------------------------------- | ------ | ---- | ------------------- |  | ------------ | ------- | ---------- |  | ------------ | ------- | ------- |  |  | ------- | ------- |  | - | ------- | ------- | 
|                            |                                  |        |      |                     |  |              |         | Long-Term  |  |             
|                            |                                  |        |      |                     |  | Compensation |         |           
|                            |                                  |        |      | Annual Compensation |  |              |         |           
|                            |                                  |        |      |                     |  | Securities   |         | All Other 
|                            |                                  | Fiscal |      | Salary              |  |              |         | Underlying |  | Compensation
|Name and Principal Position |                                  | Year   |      | ($)(1)              |  | Bonus        |         | Options(#) |  | ($)(2)      
|                            |                                  |        |      |                     |  |              |         |            |  |             
|John T. Kernan              |                                  |        | 2003 |                     |  | $            | 301,000 |            |  | $            | 116,700 |         |  |  | 100,000 |         |  |   |         |        
|                            | Chief Executive Officer and      |        |      | 2002                |  |              | $       | 297,000    |  |              |         |         |  |  |         | 100,000 |  |   |         |         | 
|                            | Chairman                         |        |      | 2001                |  |              | $       | 272,000    |  |              |         |         |  |  |         |         |  |   |         |         | 
|Carl E. Zeiger              |                                  |        | 2003 |                     |  | $            | 291,000 |            |  | $            | 83,000  |         |  |  | 100,000 |         |  |   |         |        
|                            | President, Chief Operating       |        |      | 2002                |  |              | $       | 286,000    |  |              |         |         |  |  |         | 100,000 |  |   |         |         | 
|                            | Officer and Director             |        |      | 2001                |  |              | $       | 263,000    |  |              |         |         |  |  |         |         |  |   |         |         | 
|Michael A. Sicuro(3)        |                                  |        | 2003 |                     |  | $            | 210,000 |            |  | $            | 66,700  |         |  |  | 100,000 |         |  |   |         |        
|                            | Senior Vice President, Chief     |        |      | 2002                |  |              | $       | 198,000    |  |              |         |         |  |  |         | 100,000 |  |   |         |         | 
|                            | Financial Officer, Treasurer and |        |      | 2001                |  |              | $       | 3,000      |  |              |         |         |  |  |         | 300,000 |  |   |         |         | 
|                            | Secretary                        |        |      |                     |  |              |         |            |  |              |         |         |  |  |         |         |  |   |         |         | 
|Sandra K. Fivecoat          |                                  |        | 2003 |                     |  | $            | 210,000 |            |  | $            | 37,500  |         |  |  | 75,000  |         |  | $ | 110,205 |        
|                            | Senior Vice President of Sales   |        |      | 2002                |  |              | $       | 212,000    |  |              | $       | 70,000  |  |  |         | 100,000 |  |   | $       | 118,766 | 
|                            |                                  |        |      | 2001                |  |              | $       | 211,000    |  |              | $       | 107,500 |  |  |         | 20,000  |  |   | $       | 176,444 | 
|James M. Dredge(4)          |                                  |        | 2003 |                     |  | $            | 247,000 |            |  | $            | 66,700  |         |  |  | 100,000 |         |  |   |         |        
|                            | Chief Executive Officer of       |        |      | 2002                |  |              | $       | 244,000    |  |              | $       | 6,250   |  |  |         | 100,000 |  |   |         |         | 
|                            | Academic Systems                 |        |      | 2001                |  |              | $       | 4,000      |  |              |         |         |  |  |         | 150,000 |  |   |         |         | 

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|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Bonuses were accrued under the Companys
    Management Incentive Plan for 2003, 2002 and 2001, as indicated,
    and paid during the following fiscal year.
|   
|(2) | Represents commissions paid.                                                                                                                                
|   
|(3) | Mr. Sicuro was hired by the Company in
    January 2001.                                                                                                    
|   
|(4) | Mr. Dredge was hired by the Company in
    January 2001.                                                                                                    

Stock Option Grants and Exercises

The Company grants options to its executive
officers under its 2000 Plan. As of April 30, 2003, options
to purchase a total of 5,690,656 shares were outstanding under
the 2000 Plan and the 1992 Stock Option Plan, which the Company
assumed from Academic Systems upon its acquisition of Academic
Systems, and options to purchase 3,125,952 shares remained
available for grant under the 2000 Plan. The Company no longer
grants options under the 1992 Stock Option Plan.

The following tables show for the fiscal year
ended January 31, 2003, certain information regarding
options granted to, exercised by, and held at year-end by, the
Named Executive Officers:

Option Grants in Last Fiscal Year

|                   |  |               |         |                 |  |             |     |            |  |                      |      |        |  |  |           |  |  |  |        |  |  |  |         | 
|------------------ |  | ------------- | ------- | --------------- |  | ----------- | --- | ---------- |  | -------------------- | ---- | ------ |  |  | --------- |  |  |  | ------ |  |  |  | ------- | 
|                   |  |               |         |                 |  |             |     |            |  |                     
|                   |  |               |         |                 |  |             |     |            |  | Potential Realizable
|                   |  |               |         |                 |  |             |     |            |  | Value at Assumed    
|                   |  |               |         |                 |  |             |     |            |  | Annual Rates of     
|                   |  | Number of     |         |                 |  |             |     |            |  | Stock Price         
|                   |  | Securities    |         | % of Total      |  |             |     |            |  | Appreciation for    
|                   |  | Underlying    |         | Options Granted |  | Exercise    |     |            |  | Option Terms(3)     
|                   |  | Options       |         | to Employees in |  | Or Base     |     | Expiration |  |                     
|Name               |  | Granted(#)(1) |         | Fiscal Year(2)  |  | Price($/Sh) |     | Date       |  | 5%($)                |      | 10%($)
|                   |  |               |         |                 |  |             |     |            |  |                      |      |       
|John T. Kernan     |  |               | 100,000 |                 |  |             | 4.3 |            |  |                      | 1.01 |        |  |  | 5/11/2012 |  |  |  | 63,518 |  |  |  | 160,968 | 
|Carl E. Zeiger     |  |               | 100,000 |                 |  |             | 4.3 |            |  |                      | 1.01 |        |  |  | 5/11/2012 |  |  |  | 63,518 |  |  |  | 160,968 | 
|Michael A. Sicuro  |  |               | 100,000 |                 |  |             | 4.3 |            |  |                      | 1.01 |        |  |  | 5/11/2012 |  |  |  | 63,518 |  |  |  | 160,968 | 
|Sandra K. Fivecoat |  |               | 75,000  |                 |  |             | 3.2 |            |  |                      | 1.01 |        |  |  | 5/11/2012 |  |  |  | 47,639 |  |  |  | 120,726 | 
|James M. Dredge    |  |               | 100,000 |                 |  |             | 4.3 |            |  |                      | 1.01 |        |  |  | 5/11/2012 |  |  |  | 63,518 |  |  |  | 160,968 | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The options will vest 100% five years from the
    date of grant. The options will fully vest upon a change in
    control, as defined in the Companys option plans, unless
    the acquiring company assumes the options or substitutes similar
    options. The Board of Directors has the ability to reprice the
    options under the terms of the Companys option plans.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(2) | Based on options to purchase 2,346,600 shares
    granted in fiscal 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(3) | The potential realizable value is calculated by
    assuming that the stock price on the date of grant appreciates
    at the indicated annual rate, compounded annually, for the
    entire term of the option and that the option is exercised and
    sold on the last day of its term for the appreciated stock
    price. These amounts represent certain assumed rates of
    appreciation only, in accordance with the rules of the SEC, and
    do not reflect the Companys estimate or projection of
    future stock price performance. Actual gains, if any, are
    dependent on the actual future performance of the Companys
    Common Stock and no gain to the optionee is possible unless the
    stock price increases over the option term, which will benefit
    all stockholders.

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Aggregated Option Exercises in Last Fiscal
Year, and FY-End Option Values

|                   |  |             |       |                |  |                           |        |                           |  |  |                 |  |  |  |     | 
|------------------ |  | ----------- | ----- | -------------- |  | ------------------------- | ------ | ------------------------- |  |  | --------------- |  |  |  | --- | 
|                   |  |             |       |                |  | Number of Securities      |        | Value of Unexercised     
|                   |  |             |       |                |  | Underlying Unexercised    |        | In-the-Money             
|                   |  | Shares      |       |                |  | Options/SARs at           |        | Options/SARs             
|                   |  | Acquired    |       | Value          |  | FY-End(#)(2),(3)          |        | at FY-End($)(2),(4)      
|Name               |  | on Exercise |       | Realized($)(1) |  | Exercisable/Unexercisable |        | Exercisable/Unexercisable
|                   |  |             |       |                |  |                           |        |                          
|John T. Kernan     |  |             | 1,263 | (5)            |  | $                         | 391.53 |                           |  |  | 93,749/231,251  |  |  |  | 0/0 | 
|Carl E. Zeiger     |  |             |      |                |  |                           |       |                           |  |  | 93,749/231,251  |  |  |  | 0/0 | 
|Michael A. Sicuro  |  |             |      |                |  |                           |       |                           |  |  | 150,000/350,000 |  |  |  | 0/0 | 
|Sandra K. Fivecoat |  |             |      |                |  |                           |       |                           |  |  | 136,039/183,961 |  |  |  | 0/0 | 
|James M. Dredge    |  |             |      |                |  |                           |       |                           |  |  | 74,999/275,001  |  |  |  | 0/0 | 



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|    |                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Value realized is based on the fair market value
    of the Companys Common Stock on the date of exercise minus
    the exercise price (or the actual sales price if the shares were
    sold by the optionee simultaneously with the exercise) without
    taking into account any taxes that may be payable in connection
    with the transaction.
|   
|(2) | Reflects shares vested and unvested at
    January 31, 2003. Certain options granted under the 2000
    Plan are immediately exercisable, but are subject to the
    Companys right to repurchase unvested shares on
    termination of employment.                                                                                                  
|   
|(3) | Includes both in-the-money and
    out-of-the-money options. In-the-money
    options are options with exercise prices below the market value
    of the Companys Common Stock at January 31, 2003.                                                                                                                                            
|   
|(4) | Value at fiscal year end is equal to the market
    value of the Companys Common Stock at January 31,
    2003 of $1.01, minus the exercise price of the options.                                                                                                                                                                                    
|   
|(5) | Shares exercised were set to expire July 9,
    2002.                                                                                                                                                                                                                                                                                                 

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL
AGREEMENTS

Several of the Companys executive officers
have entered into employment agreements with the Company. Two
forms of employment agreement have been entered into, Tier I and
Tier II. In the agreements, each executive (i) agreed to
keep the Companys information confidential,
(ii) agreed for one year following the executives
termination not to solicit any employee of the Company to leave
the Company, and (iii) agreed not to compete with the
Company while receiving any compensation from the Company. In
connection with the employment agreements, each executive also
signed the Companys standard form of Proprietary
Information and Inventions Agreement. The agreements also
provide for severance payments as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the executive is terminated by the Company
    without cause or the executive resigns with good reason (as the
    terms cause and good reason are defined
    in the agreements), then the executive is entitled to:
    (i) continuation of salary, bonus and health insurance
    payments for eighteen months for Tier I and nine months for
    Tier II following the cessation of employment; and
    (ii) executive outplacement assistance.                                                                                                                                                                                                                                                    
|
| |  | If the executive is terminated by the Company
    without cause or resigns with good reason during the three
    months prior to or within one year following a change of control
    (as defined in the agreements) of the Company, the executive is
    entitled to: (i) salary, bonus and health insurance
    payments for 24 months for Tier I and 12 months
    for Tier II following the termination, to be paid in a
    lump-sum; (ii) executive outplacement assistance; and
    (iii) full acceleration of all options held by the
    executive. In the case where the executive is terminated prior
    to a change of control, the above benefits are effective as of
    the change of control.

7



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##### Table of Contents



In addition to the Tier I and Tier II
employment agreements entered into in fiscal year 2003, Michael
A. Sicuro entered into an employment agreement with the same
terms as the agreements above except for the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the executive is terminated by the Company
    without cause or the executive resigns with good reason (as the
    terms cause and good reason are defined
    in the agreements), then the executive is entitled to:
    (i) continuation of salary, bonus and health insurance
    payments for twelve months following the cessation of
    employment; and (ii) executive outplacement assistance.                                                                                                                                                                                                                                                        
|
| |  | If the executive is terminated by the Company
    without cause or resigns with good reason during the three
    months prior to or within one year following a change of control
    (as defined in the agreements) of the Company, the executive is
    entitled to: (i) salary, bonus and health insurance
    payments for 18 months following the termination, to be
    paid in a lump-sum; (ii) executive outplacement assistance;
    and (iii) full acceleration of all options held by the
    executive. In the case where the executive is terminated prior
    to a change of control, the above benefits are effective as of
    the change of control.

The following table sets forth the names of the
executives that have signed employment agreements, the date
entered into, the base salary provided for, and the form of the
agreement:

|                   |  |                   |          |             |  |                   |         |  |  |        
|------------------ |  | ----------------- | -------- | ----------- |  | ----------------- | ------- |  |  | -------
|Executive          |  | Date of Agreement |          | Base Salary |  | Form of Agreement
|                   |  |                   |          |             |  |                  
|John T. Kernan     |  |                   | 03/01/01 |             |  | $                 | 300,000 |  |  | Tier I 
|Carl E. Zeiger     |  |                   | 03/01/01 |             |  | $                 | 290,000 |  |  | Tier I 
|James M. Dredge    |  |                   | 03/01/01 |             |  | $                 | 247,000 |  |  | Tier II
|Sandra K. Fivecoat |  |                   | 03/16/01 |             |  | $                 | 210,000 |  |  | Tier II
|Michael A. Sicuro  |  |                   | 01/29/01 |             |  | $                 | 210,000 |  |  | Other  

REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS

ON EXECUTIVE COMPENSATION(1)


During fiscal 2003, the Compensation Committee of
the Board of Directors (Committee) was composed of
Ms. Coppinger and Mr. Tietjen, neither of whom are
currently officers or employees of the Company. The Committee is
responsible for establishing the Companys compensation
programs for all employees, including executives. For executive
officers, the Committee evaluates performance and determines
compensation policies and levels.

Compensation
Philosophy

The goals of the compensation program are to
align compensation with business objectives and performance and
to enable the Company to attract, retain and reward executive
officers and other key employees who contribute to the long-term
success of the Company and to motivate them to enhance long-term
stockholder value. Key elements of this philosophy are:



| |   |                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Company pays competitively with technology
    companies with which the Company competes for talent. To ensure
    that pay is competitive, the Company regularly compares its pay
    practices with these companies and sets it pay parameters based
    on this review.
|
| |  | The Company maintains annual incentive
    opportunities sufficient to provide motivation to achieve
    specific operating goals and to generate rewards that bring
    total compensation to competitive levels.                                                            





---

1 The
material in this report is not soliciting material,
is not deemed filed with the SEC, and is not to be
incorporated by reference into any filing of the Company under
the 1933 Act or 1934 Act, whether made before or after the date
hereof and irrespective of any general incorporation language
contained in such filing.


8



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Company provides equity-based incentives for
    executives and other key employees to ensure that they are
    motivated over the long-term to respond to the Companys
    business challenges and opportunities as owners and not just as
    employees.

Base Salary.The Committee annually reviews
each executive officers base salary. When reviewing base
salaries, the Committee considers individual and corporate
performance, levels of responsibility, prior experience, breadth
of knowledge and competitive pay practices.

Annual Incentive.The Management Incentive Plan, an
annual incentive award plan, is the variable pay program for
officers and other senior managers of the Company to earn
additional annual compensation. The actual incentive award
earned depends on the extent to which Company and individual
performance objectives are achieved. At the start of each year,
the Committee and the full Board of Directors review and approve
the annual performance objectives for the Company and individual
officers. The Company objectives consist of operating, strategic
and financial goals that are considered to be critical to the
Companys fundamental long-term goal  building
stockholder value. For fiscal year 2003, these goals were
financial performance related to revenue, cash flow and net loss
per share.

After the end of the year, the Committee
evaluates the degree to which the Company has met its goals and
awards incentive compensation based on each participants
performance against objectives. Awards are paid in cash, and
distributions are made in March following the performance year.

Long-Term Incentives.The Companys long-term
incentive program consists of the 2000 Equity Incentive Plan,
and for Academic Systems the 1992 Stock Option Plan, which the
Company assumed with the closing of the acquisition. The option
program utilizes vesting periods (generally two or four years)
to encourage key employees to continue in the employ of the
Company. Through option grants, executives receive significant
equity incentives to build long-term stockholder value. Grants
are made at 100% of fair market value on the date of grant.
Executives receive value from these grants only if the
Companys Common Stock appreciates over the long-term. The
size of option grants is determined based on competitive
practices at leading companies in the educational technology
industry and the Companys philosophy of significantly
linking executive compensation with stockholder interests.

Corporate
Performance and Chief Executive Officer
Compensation

Mr. Kernans base salary at the end of
fiscal year 2003 as Chief Executive Officer and Chairman was
$300,000. This amount, in addition to the annual incentive
provided by the Management Incentive Plan, was estimated to
provide an annual cash compensation level at the average as
compared to a selected group of technology companies. In setting
this amount, the Committee took into account (i) its belief
that Mr. Kernan is one of the CEOs of leading educational
companies who has significant and broad-based experience in the
education technology industry, (ii) the scope of
Mr. Kernans responsibility, and (iii) the
Boards confidence in Mr. Kernan to lead the
Companys continued development.

Conclusion

Through the plans described above, a significant
portion of the Companys compensation program and
Mr. Kernans compensation is contingent on Company
performance, and realization of benefits is closely linked to
increases in long-term stockholder value. The Company remains
committed to this philosophy of pay for performance, recognizing
that the competitive market for talented executives and the
volatility of the Companys business may result in highly
variable compensation for a particular time period.



| |                       
| | ----------------------
| | Compensation Committee
| | Elizabeth R. Coppinger
| | Hugh M. Tietjen       

9



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##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION

During the fiscal year ended January 31,
2003, Elizabeth R. Coppinger and Hugh M. Tietjen served as
members of the Companys Compensation Committee. During
that fiscal year, none of the Companys executive officers
or employees served as a director or as a member of the
compensation committee of any entity that has one or more
executive officers serving as a member of the Companys
Board of Directors or Compensation Committee.

10



---



##### Table of Contents



Performance Measurement
Comparison(1)

The following graph shows the total stockholder
return of an investment of $100 in cash on February 10,
2000 through January 31, 2003 for (i) the
Companys Common Stock, (ii) the Nasdaq Stock Market
Composite Index (the NASDAQ) and (iii) a peer
group selected by the Company. All values assume reinvestment of
the full amount of all dividends and are calculated as of the
end of each period.

Comparison Of Cumulative Total Return on
Investment Since February 10, 2000(2)

(Comparison Graph)



|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This section is not soliciting
    material, is not deemed filed with the SEC and
    is not to be incorporated by reference in any filing of the
    Company under the 1933 Act or the 1934 Act whether made before
    or after the date hereof and irrespective of any general
    incorporation language in any such filing.                                                                   
|   
|(2) | Peer group index includes: Renaissance Learning,
    Inc. (RLRN) Iformerly Advantage Learning Systems, Inc. (ALSI)J;
    Scientific Learning Corp. (SCIL.OB) and rStar Corp. (RSTRC)
    Iformerly Zapme Corp. (IZAP)J. Smart Force and Riverdeep Group
    are no longer included in the peer group index as the stock of
    these companies is no longer traded on the NASDAQ Stock Market,
    Inc.






|         |                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder
    Matters

The following table sets forth certain
information regarding the ownership of the Companys Common
Stock as of April 30, 2003 by: (i) each director and
nominee for director; (ii) each of the executive officers
named in the Summary Compensation Table; (iii) all
executive officers and directors of the Company as a group; and
(iv) all those known by the Company to be beneficial owners
of more than five percent of its Common Stock.

The following table is based upon information
supplied by officers, directors and principal stockholders and
Schedules 13D and 13G filed with the Securities and
Exchange Commission (the SEC). Unless otherwise
indicated in the footnotes to this table and subject to
community property laws where applicable, the Company believes
that each of the stockholders named in this table has sole
voting and investment power with

11



---



##### Table of Contents



respect to the shares indicated as beneficially
owned. Applicable percentages are based on
47,427,851 shares outstanding on April 30, 2003,
adjusted as required by rules promulgated by the SEC.


|                                                                     |                             |                      |            |                |  |         |         |  |  |  |      |   | 
|-------------------------------------------------------------------- | --------------------------- | -------------------- | ---------- | -------------- |  | ------- | ------- |  |  |  | ---- | - | 
|                                                                     |                             |                     
|                                                                     |                             | Beneficial Ownership
|                                                                     |                             |                     
|                                                                     |                             |                      |            | Shares         |  |        
|                                                                     |                             |                      |            | Acquirable     |  |        
|                                                                     |                             | Total                |            | Within 60 Days |  | Percent
|                                                                     |                             | Number of            |            | of             |  | of     
|Beneficial Owner                                                     |                             | Shares               |            | April 30, 2003 |  | Total  
|                                                                     |                             |                      |            |                |  |        
|Officers of the Company:                                             |                             |                      |            |                |  |         |         |  |  |  |      |  
|John T. Kernan                                                       |                             |                      | 1,685,654  |                |  |         | 104,165 |  |  |  | 3.5  | %
|Carl E. Zeiger                                                       |                             |                      | 1,392,665  |                |  |         | 104,165 |  |  |  | 2.9  | %
|Michael A. Sicuro                                                    |                             |                      | 186,733    |                |  |         | 181,250 |  |  |  | *    |  
|Sandra K. Fivecoat                                                   |                             |                      | 177,528    |                |  |         | 146,977 |  |  |  | *    |  
|James M. Dredge                                                      |                             |                      | 96,009     |                |  |         | 90,624  |  |  |  | *    |  
|Directors of the Company:                                            |                             |                      |            |                |  |         |         |  |  |  |      |  
|Jeffrey W. Brown(1)                                                  |                             |                      |           |                |  |         |        |  |  |  | *    |  
|                                                                     | Cox Communications, Inc.    |                      |            |                |  |         |         |  |  |  |      |   | 
|Elizabeth R. Coppinger(2)                                            |                             |                      |           |                |  |         |        |  |  |  | *    |  
|                                                                     | Sony Corporation of America |                      |            |                |  |         |         |  |  |  |      |   | 
|Douglas M. Holtby(3)                                                 |                             |                      |           |                |  |         |        |  |  |  | *    |  
|Barry J. Schiffman(4)                                                |                             |                      |           |                |  |         |        |  |  |  | *    |  
|                                                                     | Globespan Capital Partners  |                      |            |                |  |         |         |  |  |  |      |   | 
|Hugh M. Tietjen(5)                                                   |                             |                      |           |                |  |         |        |  |  |  | *    |  
|Beneficial owners of more than 5% of the
    Companys common stock: |                             |                      |            |                |  |         |         |  |  |  |      |  
|Royce & Associates(6)                                                |                             |                      | 6,076,300  |                |  |         |        |  |  |  | 12.6 | %
|Liberty Media Corp.(7)                                               |                             |                      | 4,060,836  |                |  |         | 1,534   |  |  |  | 8.5  | %
|Accel Partners(8)                                                    |                             |                      | 3,115,578  |                |  |         | 3,652   |  |  |  | 6.5  | %
|Kleiner, Perkins, Caufield & Byers(9)                                |                             |                      | 3,062,143  |                |  |         | 3,653   |  |  |  | 6.4  | %
|Microsoft Corporation(10)                                            |                             |                      | 2,915,080  |                |  |         | 1,298   |  |  |  | 6.1  | %
|All directors and officers as a group
    (10 persons)               |                             |                      | 22,768,526 |                |  |         | 637,318 |  |  |  | 47.4 | %



---



| |   |                       
| | - | ----------------------
| | * | Less than one percent.



| |     |                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------
| | (1) | Mr. Browns business address is
    1400 Lake Hearn Dr. NE, Atlanta, Georgia 30319.                                        
|
| | (2) | Ms. Coppingers business address is
    550 Madison Avenue, New York, New York 10022.                                      
|
| | (3) | Mr. Holtbys business address is 7230
    Arbutus Road, West Vancouver, British Columbia, V7W 2L5,
    Canada.             
|
| | (4) | Mr. Schiffmans business address is
    300 Hamilton Avenue, Palo Alto, California 94301.                                  
|
| | (5) | Mr. Tietjens business address is
    5514 Calumet Avenue, La Jolla, California 92037.                                     
|
| | (6) | The business address for Royce &
    Associates is 1414 Ave. of the Americas 9th Fl. New York,
    New York 10019.         
|
| | (7) | The business address for Liberty Media Corp. is
    12300 Liberty Blvd., Englewood, Colorado 80112                         
|
| | (8) | The business address for Accel Partners is
    428 University Avenue, Palo Alto, California 94301.                         
|
| | (9) | The business address for Kleiner, Perkins,
    Caufield and Byers is 2750 Sand Hill Road, Menlo Park,
    California 94025.



|     |                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------
|(10) | The business address for Microsoft Corporation is
    One Microsoft Way, Redmond, Washington 98052.

12



---



##### Table of Contents



Equity Compensation Plan Information

The following table sets forth certain additional
information about the equity compensation plans of the Company
as of January 31, 2003.

|                                                               |  |                         |           |                      |  |                                |      |  |  |  |           | 
|-------------------------------------------------------------- |  | ----------------------- | --------- | -------------------- |  | ------------------------------ | ---- |  |  |  | --------- | 
|                                                               |  |                         |           |                      |  | Number of Securities          
|                                                               |  | Number of Securities to |           |                      |  | Remaining Available for Future
|                                                               |  | be Issued Upon          |           | Weighted-average     |  | Issuance Under Equity         
|                                                               |  | Exercise                |           | Exercise Price of    |  | Compensation Plans (excluding 
|                                                               |  | of Outstanding Options, |           | Outstanding Options, |  | securities reflected in 2nd   
|Plan category                                                  |  | Warrants and Rights     |           | Warrants and Rights  |  | column)                       
|                                                               |  |                         |           |                      |  |                               
|Equity compensation plans approved by securities
    holders   |  |                         | 6,000,185 |                      |  | $                              | 2.27 |  |  |  | 1,208,510 | 
|Equity compensation plans not approved by
    security holders |  |                         |          |                      |  |                                |     |  |  |  |          | 
|                                                               |  |                         |           |                      |  |                                |      |  |  |  |           | 
|Total                                                          |  |                         | 6,000,185 |                      |  | $                              | 2.27 |  |  |  | 1,208,510 | 
|                                                               |  |                         |           |                      |  |                                |      |  |  |  |           | 






|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

Except as described under Employment,
Severance and Change of Control Agreements in Item 11
above, the Company has not been a party to any transaction
occurring after February 1, 2002, in which the amount
involved exceeded $60,000 and in which any director, executive
officer or holder of more than 5% of the Companys capital
stock had or will have a direct or indirect material interest.

13



---



##### Table of Contents






SIGNATURES

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 on the 29th day of May,
2003.



| |                
| | ---------------
| | LIGHTSPAN, INC.



| |     |                   
| | --- | ------------------
| | By: | /s/ CARL E. ZEIGER

| |                                                    
| | ---------------------------------------------------
| |                                                    
| | Carl E. Zeiger,                                    
| | President, Chief Operating Officer and
    Director

May 29, 2003

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints
John T. Kernan and Carl E. Zeiger and each of them, as his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all
amendments to this Annual Report on Form 10-K and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities on the dates indicated.

|                                                 |  |                                                                     |  |              |  | 
|------------------------------------------------ |  | ------------------------------------------------------------------- |  | ------------ |  | 
|                                                 |  |                                                                     |  |             
|Signature                                        |  | Title                                                               |  | Date        
|                                                 |  |                                                                     |  |             
|                                                
|/s/ JOHN T. KERNANJohn T. Kernan                 |  | Chief Executive Officer and Chairman(Principal Executive Officer)   |  | May 29, 2003
|                                                
|/s/ CARL E. ZEIGERCarl E. Zeiger                 |  | President, Chief Operating Officer,
    and Director                |  | May 29, 2003
|                                                
|/s/ MICHAEL A. SICUROMichael A. Sicuro           |  | Chief Financial Officer(Principal Financial and Accounting Officer) |  | May 29, 2003
|                                                
|/s/ JEFFREY W. BROWNJeffrey W. Brown             |  | Director                                                            |  | May 29, 2003
|                                                
|/s/ ELIZABETH R. COPPINGERElizabeth R. Coppinger |  | Director                                                            |  | May 29, 2003
|                                                
|/s/ DOUGLAS M. HOLTBYDouglas M. Holtby           |  | Director                                                            |  | May 29, 2003

14



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##### Table of Contents



|                                         |  |          |  |              |  | 
|---------------------------------------- |  | -------- |  | ------------ |  | 
|                                         |  |          |  |             
|Signature                                |  | Title    |  | Date        
|                                         |  |          |  |             
|                                        
|/s/ BARRY J. SCHIFFMANBarry J. Schiffman |  | Director |  | May 29, 2003
|                                        
|/s/ HUGH M. TIETJENHugh M. Tietjen       |  | Director |  | May 29, 2003

15



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##### Table of Contents



CERTIFICATIONS

I, John T. Kernan, Chairman of the Board and
Chief Executive Officer of Lightspan, Inc., certify that:

1. I have reviewed this Annual Report on
Form 10-K of Lightspan, Inc.;

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this annual report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



| |     |                   
| | --- | ------------------
| | By: | /s/ JOHN T. KERNAN

| |                          
| | -------------------------
| |                          
| | John T. Kernan           
| | Chairman of the Board and
| | Chief Executive Officer  

Date: May 29, 2003

16



---



##### Table of Contents



I, Michael A. Sicuro, Senior Vice President,
Chief Financial Officer, Treasurer and Secretary of Lightspan,
Inc., certify that:

1. I have reviewed this Annual Report on
Form 10-K of Lightspan, Inc.;

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this annual report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



| |     |                      
| | --- | ---------------------
| | By: | /s/ MICHAEL A. SICURO

| |                                                                            
| | ---------------------------------------------------------------------------
| |                                                                            
| | Michael A. Sicuro                                                          
| | Senior Vice President, Chief Financial
    Officer, Treasurer and Secretary

Date: May 29, 2003

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