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

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~August 23~~May 29, ~~2002 Date of Report (Date of earliest event reported)~~ 2003

~~CenterSpan~~Date ~~Communications (Exact Name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest event ~~Charter~~reported)

Oregon		0-25520		93-1040330
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

CenterSpan Communications

(Exact Name of Registrant as Specified in Charter)

Oregon

(State or Other Jurisdiction
of Incorporation)

0-25520

(Commission File No.)

93-1040330

(IRS Employer
Identification No.)

7175 NW Evergreen Parkway #400, Hillsboro, Oregon 97124-5839

(Address of principal executive offices, including Zip Code)

(503) 615-3200

(Registrant’s telephone number, including area code)

~~7175~~Item NW5 Other ~~Evergreen Parkway #400, Hillsboro, Oregon 97124-5839 (Address of principal executive offices, including Zip Code)~~ Events

~~(503)~~On ~~615-3200 (Registrant'~~May 14, 2003, the Company announced Nasdaq’s ~~telephone~~denial ~~number,~~of ~~including~~the ~~area~~Company’s ~~code)~~request for continued listing on The Nasdaq National Market and announced the Company’s appeal of that decision to a Listing Qualifications Panel.

On May 29, 2003, the Company received a letter from Nasdaq stating that the continued listing of the Company’s stock on The ~~Item~~ Nasdaq 5National Market also raises public interest concerns in accordance with Nasdaq Marketplace Rules 4300 and 4330(a)(3). The ~~Other~~Nasdaq ~~Events~~ staff requested that the Company address Nasdaq’s additional concerns at the appeals hearing.

The ~~Company~~ ~~today put into effect a plan to reduce cash utilization by approximately $1.5 million per quarter starting in the fourth quarter of 2002. The~~ Company ~~used~~cannot ~~approximately $4.1~~predict ~~million~~ whether ~~of cash in~~ the ~~second~~Listings ~~quarter~~Qualifications ofPanel ~~fiscal~~will ~~2002~~approve ~~and expects to use approximately~~ the ~~same~~Company’s ~~amount of cash~~ request for ~~the~~continued ~~third quarter of fiscal 2002~~listing. If ~~The~~the ~~reduction~~appeal ~~in cash expenditures will result from~~is ~~reductions~~ denied, in the Company's ~~discretionary~~will ~~spending,~~cease ~~primarily~~trading ~~for~~on ~~advertising~~The ~~and~~Nasdaq ~~marketing~~National ~~activities,~~Market and ~~reductions~~will take insteps ~~personnel~~ to ~~reflect~~have ~~the~~its ~~Company's~~stock ~~shift~~quoted inon ~~focus~~the ~~from~~OTC ~~product~~Bulletin ~~development to sales and operations~~Board.

The Company and its Chief Executive Officer, Frank G. Hausmann, and President and Chief Operating Officer, Steven G. Frison, have been named defendants in litigation filed on August 22, 2002 in the Circuit Court of Oregon for Multnomah County (Kenneth Centner and Mark Finsley v. CenterSpan Communications Corporation, an Oregon Corporation, Frank G. Hausmann, and Steven Frison, Case No. 0208Forward-~~08460).~~Looking The complaint was filed by two former non-executive employees alleging intentional and reckless misrepresentation with respect to their offers of employment and subsequent terminations and seeking damages of $1 million per employee for economic loss and $2 million per employee for emotional distress and injury to reputation. The Company believes the suit is without merit and intends to vigorously defend this action. The Company does not believe that this litigation will have a material adverse effect on its financial condition or results of operations. Statements

~~This~~ Statements in this Current Report on Form 8-K regarding ~~contains~~the ~~forward~~outcome ~~looking~~of ~~statements regarding~~ the Company'’s ~~prospects,~~appeal ~~plans to reduce cash utilization, results~~ of ~~litigation,~~Nasdaq’s ~~and~~decision ~~future~~to ~~results of~~delist ~~operations~~ the ~~and~~Company’s ~~financial~~common ~~condition.~~stock Wefrom ~~cannot~~The ~~guarantee~~Nasdaq ~~any~~National ofMarket ~~the~~are forward-looking statements, ~~which~~within ~~involve~~the ~~risks~~meaning ~~and~~of ~~uncertainties~~the ~~that~~Private ~~could~~Securities ~~cause~~Litigation ~~actual~~Reform ~~results to differ materially from those in~~Act ~~the~~ of ~~forward-looking statements~~1995. Many factors could cause actual results to differ materially from those in ~~the~~ forward-looking statements, including: ~~the~~changes ~~following~~in ~~factors:~~ the ~~effects~~Company’s ofprospects ~~the~~or ~~slow-down in~~business operations; the ~~general economy~~Company’s ~~and~~ ability into ~~the~~secure ~~high~~additional ~~technology sector~~financing; ~~customer~~changes ~~satisfaction~~in ~~with~~the ~~our~~market ~~C-StarOne~~price ~~CDN~~of ~~service;~~ the Company’s ~~unpredictability~~Common ~~of litigation~~Stock; and other risks listed from time to time in the Company'’s filings with the ~~Securities~~ ~~and Exchange Commission~~SEC, including the Company'’s ~~annual~~Annual ~~report~~Report on Form 10-K for the year ended December 31, ~~2001~~2002, as amended, and other periodic filings. The Company ~~undertakes~~does nonot ~~obligation~~plan to ~~update~~ update any forward-looking statements.

SIGNATURE

Pursuant to the requirements 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.

	CENTERSPAN COMMUNICATIONS CORPORATION
Dated: June 4, 2003	CENTERSPAN COMMUNICATIONS CORPORATION
Dated: August 29, 2002
	By	/s/ FRANK G. HAUSMANN, JR.
	By	/s/ MARK B. CONAN Mark B. Conan Vice President of Finance and Administration
		Frank G. Hausmann, Jr.
		President, Chief Executive Officer, Chairman of the Board and acting Chief Financial Officer

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