FORM 5

o Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
o Form 3 Holdings Reported
o Form 4 Transactions Reported

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

ANNUAL STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

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Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Pratt,

Gerald

CenterSpan Communications Corp.
CSCC

X Director

10% Owner

(Last)

(First)

(Middle)

I.R.S Identification Number of Reporting Person, if an entity (voluntary)

Statement for Month/Year

Officer
(give title below)

Other
(specify below)

7175 NW Evergreen Parkway, Suite 400

August 2002

(Street)

If Amendment, Date of Original (Month/Year)

Individual or Joint/Group Reporting
(check applicable line)
X Form Filed by One Reporting Person
Form Filed by More than

Hillsboro

97124

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date
(Month/ Day/ Year)

2A.

Deemed Execution Date, if any
(Month/ Day/ Year)

Transaction Code
(Instr. 8)

Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year

Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

Nature of Indirect Beneficial Ownership
(Instr. 4)

(Instr. 3 and 4)

Amount

(A) or (D)

Price

*If the form is filed by more than one reporting person, see Instruction 4(b)(v).

FORM 5 (Continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative Security
(Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date
(Month/Day/Year)

3A.

Deemed Execution Date, if any
(Month/Day/Year)

Transaction Code
(Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

Date Exercisable and Expiration Date (Month/Day/Year)

(A)

(D)

Date Exercisable

Expiration Date

Stock Options

$2.010

8/19/02

10,000

(2)

8/19/12


7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)	10.	Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

	Common Stock	10,000						D

Explanation of Responses:

(1): Options granted under the CenterSpan Communications Corp. 1998 Stock Option Plan.
(2): Options vest at a rate of 1/4 one year from grant date, 1/48th per month thereafter.

/s/ FRANK G. HAUSMANN		January 21, 2003
**Signature of Reporting Person G. Gerald Pratt Frank G. Hausmann Authorized Signer		Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

http://www.sec.gov/divisions/corpfin/forms/form5.htm
Last update: 09/03/2002

CENTERSPAN COMMUNICATIONS CORP 5