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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/A-1

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|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the Fiscal Year Ended: December 31, 2001

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number:0-25520

CENTERSPAN COMMUNICATIONS CORPORATION(Exact name of registrant as specified in its charter)

Oregon

93-1040330(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)7175 NW Evergreen Parkway #400
Hillsboro, Oregon

97124-5839(Address of principal executive offices)

(Zip Code)


Registrant's
telephone number, including area code:503-615-3200

Securities
registered pursuant to Section 12(b) of the Act:None

Securities
registered pursuant to Section 12(g) of the Act:Common Stock

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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 period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes ý    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

The
aggregate market value of the voting stock held by non-affiliates of the Registrant was $52,125,998 as of March 20, 2002 based upon the last sales price ($8.15) as
reported by the Nasdaq National Market System.

The
number of shares outstanding of the Registrant's common stock as of March 20, 2002 was 9,736,774 shares.

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Documents Incorporated by Reference

The Registrant will incorporate into Part III of Form 10-K, by reference, portions of its Proxy Statement for its 2002 Annual Meeting of
Shareholders.

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CENTERSPAN COMMUNICATIONS CORPORATION        2001 FORM 10-K/A-1 ANNUAL REPORT        TABLE OF CONTENTS

|           |                                                                 |  | Page
|---------- | --------------------------------------------------------------- |  | ----
|PART IV   
|Item 14.   | Exhibits, Financial Statement Schedules and Reports on Form 8-K |  | 2   
|Signatures |                                                                 |  | 3   

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PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K

Exhibits

The
following exhibit is filed herewith and this list is intended to constitute the exhibit index:

| | 10.17 |  | Content Integration Agreement dated as of February 27, 2002 between CenterSpan and Sony Music, a group of Sony Entertainment, Inc. (portions of this exhibit have been omitted pursuant to a request for
confidential treatment)
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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, hereunto duly authorized.

|Date: May 23, 2002 |  | CENTERSPAN COMMUNICATIONS CORPORATION
|------------------ |  | -------------------------------------
|                   |  | By                                   
|                   |  |                                      

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
indicated on May 23, 2002:

|Signature                                       |  | Title                                                                                                             
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|                                                |  |                                                                                                                   
|/s/FRANK G. HAUSMANN, JR.Frank G. Hausmann, Jr. |  | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)                        
|/s/MARK B. CONANMark B. Conan                   |  | Vice President of Finance, Administration and Chief Financial Officer (Principal Financial and Accounting Officer)
|/s/DAVID BILLSTROM*David Billstrom              |  | Director                                                                                                          
|/s/MERRILL A. MCPEAK*Merrill A. McPeak          |  | Director                                                                                                          
|/s/G. GERALD PRATT*G. Gerald Pratt              |  | Director                                                                                                          
|/s/FREDERICK M. STEVENS*Frederick M. Stevens    |  | Director                                                                                                          

|*By: |  | /s/FRANK G. HAUSMANN, JR.Frank G. Hausmann, Jr., Attorney-in-Fact |  | 
|---- |  | ----------------------------------------------------------------- |  | 

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