UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

FORM 10-Q

(Mark One) [ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIESEXCHANGEACT OF1934.  For the Period Ended December 31, 2003 [     ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIESEXCHANGEACT OF1934.


Commission File Number: 0 - 16612




CNS, INC.
(Exact name of registrant as specified in its charter)

|Delaware                       | 41-1580270         
|------------------------------ | -------------------
|(State or other jurisdiction o | (I.R.S. Employer   
|incorporation or organization) | Identification No.)

7615 Smetana LaneEden Prairie, MN 55344(Address
 of principal executive offices including zip code)

(952) 229-1500(Registrants telephone number,
 including area code)

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 ___X___      NO _______

Indicate by check mark whether the registrant is an
 accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES _______      NO ___X___

At January 30, 2004, the Company had outstanding 13,744,334
 shares of common stock, $.01 par value per share.

---

CNS, Inc.FORM 10-QFor the Period Ended
 December 31, 2003Index

PART I. FINANCIAL INFORMATION

> Item 1. Financial Statements
> 
> 
> Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
> 
> Item 3. Quantitative and Qualitative Disclosures about Market Risk
> 
> 
> Item 4. Controls and Procedures

> Item 1. Legal Proceedings
> 
> 
> Item 2. Change in Securities and Use of Proceeds
> 
> 
> Item 3. Defaults Upon Senior Securities
> Item 4. Submission of Matters to a Vote of Securities Holders
> Item 5. Other Information
> 
> Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CNS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(unaudited)(in
 thousands, except per share amounts)

|                                                          | December 31,2003 |  | March 31,2003
|--------------------------------------------------------- | ---------------- |  | -------------
|                                                          |                  |  |              
|ASSETS                                                    |                  |  |              
|Current assets:                                           |                  | 
|Cash and cash equivalents                                 |                  |  | $            
|Marketable securities (note 3)                            |                  |  |              
|Accounts receivable, net                                  |                  |  |              
|Inventories (note 4)                                      |                  |  |              
|Deferred income taxes                                     |                  |  |              
|Prepaid expenses and other current assets                 |                  |  |              
|                                                          |                  |  |              
|Total current assets                                      |                  |  |              
|Property and equipment, net                               |                  |  |              
|Product rights, net                                       |                  |  |              
|Deferred income taxes (note 9)                            |                  |  |              
|                                                          |                  |  |              
|                                                          |                  |  | $            
|                                                          |                  |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                      |                  | 
|Current liabilities:                                      |                  | 
|Accounts payable and accrued expenses                     |                  |  | $            
|                                                          |                  |  |              
|Total current liabilities                                 |                  |  |              
|Stockholders equity:                                     |                  | 
|Preferred stock - authorized 8,484 shares;                |                  | 
|none issued or outstanding                                |                  |  |              
|Common stock - $.01 par value; authorized 50,000 shares;  |                  | 
|issued 19,295 shares; outstanding 13,677 shares at        |                  | 
|December 31, 2003 and 13,306 shares at March 31, 2003     |                  |  |              
|Additional paid-in capital                                |                  |  |              
|Treasury shares - at cost; 5,618 at December 31, 2003 and |                  | 
|5,989 at March 31, 2003                                   |                  |  |              
|Retained earnings                                         |                  |  |              
|Accumulated other comprehensive income                    |                  |  |              
|                                                          |                  |  |              
|Total stockholders equity                                |                  |  |              
|                                                          |                  |  |              
|                                                          |                  |  | $            
|                                                          |                  |  |              

The accompanying notes are an integral partof the
 condensed consolidated financial statements.

---

CNS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)

|                                             | Three Months EndedDecember 31, |  | Nine Months EndedDecember 31,
|-------------------------------------------- | ------------------------------ |  | -----------------------------
|                                             |                                |  |                              
|
|                                             |                                |  |                              
|Net sales                                    |                                |  | $                            
|Cost of goods sold                           |                                |  |                              
|                                             |                                |  |                              
|Gross profit                                 |                                |  |                              
|                                             |                                |  |                              
|Operating expenses:                          |                                | 
|Advertising and promotion                    |                                |  |                              
|Selling, general and administrative          |                                |  |                              
|                                             |                                |  |                              
|Total operating expenses                     |                                |  |                              
|                                             |                                |  |                              
|Operating income                             |                                |  |                              
|Investment income                            |                                |  |                              
|                                             |                                |  |                              
|Income before income taxes                   |                                |  |                              
|Income tax expense                           |                                |  |                              
|                                             |                                |  |                              
|Net income                                   |                                |  | $                            
|                                             |                                |  |                              
|Basic net income per share (note 7)          |                                |  | $                            
|                                             |                                |  |                              
|Diluted net income per share (note 7)        |                                |  | $                            
|                                             |                                |  |                              
|Weighted average number of common            |                                | 
|shares outstanding (note 7)                  |                                |  |                              
|                                             |                                |  |                              
|Weighted average number of common and        |                                | 
|potential common shares outstanding (note 7) |                                |  |                              
|                                             |                                |  |                              

The accompanying notes are an integral part of
 the condensed consolidated financial statements.

---

CNS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH
 FLOWS(unaudited)(in thousands)

|                                                 | Nine Months EndedDecember 31,
|------------------------------------------------ | -----------------------------
|                                                 |                              
|
|                                                 |                              
|Operating activities:                            |                              
|Net income                                       |                              
|Adjustments to reconcile net income to net cash  |                              
|from operating activities:                       |                              
|Depreciation and amortization                    |                              
|Deferred income taxes                            |                              
|Other                                            |                              
|Changes in operating assets and liabilities:     |                              
|Accounts receivable                              |                              
|Inventories                                      |                              
|Prepaid expenses and other current assets        |                              
|Accounts payable and accrued expenses            |                              
|                                                 |                              
|Net cash from operating activities               |                              
|                                                 |                              
|Investing activities:                            |                              
|Purchases of marketable securities               |                              
|Sales of marketable securities                   |                              
|Payments for purchases of property and equipment |                              
|Payments for product rights                      |                              
|                                                 |                              
|Net cash from investing activities               |                              
|                                                 |                              
|Financing activities:                            |                              
|Proceeds from issuance of common stock           |                              
|under stock plans                                |                              
|Purchase of treasury shares                      |                              
|Payment of cash dividends                        |                              
|                                                 |                              
|Net cash from financing activities               |                              
|                                                 |                              
|Net change in cash and cash equivalents          |                              
|Cash and cash equivalents:                       |                              
|Beginning of period                              |                              
|                                                 |                              
|End of period                                    |                              
|                                                 |                              

The accompanying notes are an integral partof the
 condensed consolidated financial statements.

---

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited condensed consolidated financial
 statements include all adjustments, consisting only of normal, recurring accruals, necessary for their
 fair presentation in conformity with accounting principles generally accepted in the United States of
 America (U.S. GAAP). Preparing financial statements requires management to make estimates and assumptions
 that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes
 may differ from managements estimates and assumptions.

The information included in this Form 10-Q should be read in conjunction with Managements
 Discussion and Analysis and financial statements and notes thereto included in the Companys Annual
 Report on Form 10-K for the year ended March 31, 2003.

> Note 1  Accounting Principles The accounting principles followed in the preparation
>  of the financial information contained herein are the same as those described in the Companys Annual
>  Report on Form 10-K for the year ended March 31, 2003, with the exception of the following new pronouncements
>  being adopted during the nine month period ended December 31, 2003:

In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
 148, Accounting for Stock-Based Compensation. This statement supercedes SFAS No. 123, Accounting
 for Stock-Based Compensation. This statement provides alternative methods of transition for a voluntary
 change to the fair value based method of accounting for stock-based compensation. In addition, the statement
 amends disclosure requirements to require prominent disclosures in annual and interim financial statements
 about the method of accounting used for stock-based employee compensation and the effect of the method
 used on reported results. The annual disclosure provisions became effective for the Company for the
 year ended March 31, 2003. The interim disclosure provisions became effective for the Company for the
 interim period beginning April 1, 2003.

The Company implemented SFAS No. 150, Accounting for Certain Financial Instruments with
 Characteristics of both Liabilities and Equity for financial instruments entered into or modified after
 May 31, 2003. There was no material impact on the Companys consolidated financial position or results
 of operations as the result of implementing this standard.

Refer to the Annual Report on Form 10-K for detailed information on accounting policies.

> Note 2  Stock-Based CompensationThe Company accounts for stock-based
>  compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion (APB)
>  No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of SFAS
>  No. 123, Accounting for Stock-Based Compensation as amended by SFAS No. 148, Accounting for Stock-Based
>  Compensation. Under APB No. 25, compensation cost is determined based on the difference, if any, on
>  the grant date between the fair value of the Companys stock and the amount an employee must pay to
>  acquire the stock. Accordingly, no compensation expense associated with the intrinsic value of stock
>  option grants or shares sold to employees under the Employee Stock Purchase Plan has been recognized
>  in the Companys financial statements.

---

Had compensation cost for the Companys stock option plan been determined based on the fair
 value of options at the grant date, net earnings and earnings per share would have been as follows (in
 thousands, except per share information):

|                                      | For the Three Months EndedDecember 31, |  | For the Nine Months EndedDecember 31,
|------------------------------------- | -------------------------------------- |  | -------------------------------------
|                                      |                                       
|
|                                      |                                       
|Net income, as reported               |                                        |  | $                                    
|Deduct: Total stock-based             |                                        | 
|compensation expense determined under |                                        | 
|the fair value based method for all   |                                        | 
|awards, net of tax                    |                                        | 
|                                      |                                        |  |                                      
|                                      |                                       
|Proforma net income                   |                                        |  | $                                    
|                                      |                                       
|Earnings per share:                   |                                        | 
|Basic - as reported                   |                                        |  | $                                    
|Basic - proforma                      |                                        |  | $                                    
|Diluted - as reported                 |                                        |  | $                                    
|Diluted - proforma                    |                                        |  | $                                    

> Note 3  Marketable SecuritiesThe Company classifies its marketable
>  debt securities as available-for-sale and records these securities at fair market value. Net realized
>  and unrealized gains and losses are determined on the specific identification cost basis. Any unrealized
>  gains and losses, net of deferred income taxes, are included in stockholders equity as a separate component
>  of other comprehensive income. A decline in the market value of any available-for-sale security below
>  cost that is deemed other than temporary, results in a charge to operations resulting in the establishment
>  of a new cost basis for the security. Realized securities gains or losses are included in investment
>  income in the consolidated statements of operations.

---

> Note 4  InventoriesInventories are valued at the lower of cost
>  (determined on a first-in, first-out basis) or market. Inventory reserves have been established for
>  potential product obsolescence. The components of inventories are as follows (in thousands):

|                                  | December 31,2003 | March 31,2003
|--------------------------------- | ---------------- | -------------
|                                  |                  |              
|Finished goods                    |                  |              
|Raw materials and component parts |                  |              
|                                  |                  |              
|Total inventories                 |                  |              
|                                  |                  |              

> Note 5  Net salesNet sales by brand and geographic area are as
>  follows (in thousands):

|                         | Three Months EndedDecember 31, |  | Nine Months EndedDecember 31,
|------------------------ | ------------------------------ |  | -----------------------------
|                         |                               
|
|                         |                               
|Domestic - Breathe Right |                                |  | $                            
|Domestic - FiberChoice   |                                |  |                              
|International            |                                |  |                              
|Domestic - Other         |                                |  |                              
|                         |                               
|Total net sales          |                                |  | $                            
|                         |                               

> Note 6  Comprehensive IncomeA reconciliation of total comprehensive
>  income is as follows (in thousands):

|                                    | Three Months EndedDecember 31, |  | Nine Months EndedDecember 31,
|----------------------------------- | ------------------------------ |  | -----------------------------
|                                    |                               
|
|                                    |                               
|Net income                          |                                |  | $                            
|Unrealized gain(loss) on marketable |                                | 
|securities, net of income tax       |                                |  |                              
|                                    |                               
|Total comprehensive income          |                                |  | $                            
|                                    |                               

---

> Note 7  Earnings Per ShareA reconciliation of weighted average
>  common and assumed conversion shares outstanding is as follows (in thousands):

|                                           | Three Months EndedDecember 31, |  | Nine Months EndedDecember 31,
|------------------------------------------ | ------------------------------ |  | -----------------------------
|                                           |                               
|
|                                           |                               
|Average common shares outstanding          |                                |  |                              
|Potential common shares                    |                                |  |                              
|                                           |                               
|Average common and potential common shares |                                | 
|                                           |                                |  |                              
|                                           |                               

For the three months ended December 31, 2003 and December 31, 2002 there were 0 and 295,220
 options, respectively, that were not included in the calculation of assumed converted shares due to
 the exercise price being higher than the year to date average market price. For the nine months ended
 December 31, 2003 and December 31, 2002 there were 337,020 and 295,220 options, respectively, that were
 not included in the calculation of assumed converted shares due to the exercise price being higher than
 the year to date average market price.

> Note 8  DividendsThe Company declared a $.04 per share cash dividend
>  on November 5, 2003 for shareholders of record as of November 21, 2003 and paid on December 5, 2003.
>  Total amount of dividends paid on December 5, 2003 was $529,000. Total dividends paid for the nine months
>  ended December 31, 2003 were $1,090,000. There were no dividends paid for the nine months ended December
>  31, 2002.
> 
> 
> Note 9  Income TaxesAs part of the process of preparing financial
>  statements, the Company is required to estimate income taxes, both state and federal. This process involves
>  management estimating the actual current tax exposure together with assessing temporary differences
>  resulting from different treatment for tax and accounting purposes. These differences result in deferred
>  tax assets and liabilities, which are included within the consolidated balance sheet. Management must
>  then assess the likelihood that deferred tax assets will be utilized to offset future taxable income
>  during the periods in which these temporary differences are deductible. Management believes that as
>  of December 31, 2003, based on the level of historical taxable income and projections of future taxable
>  income for the periods in which the deferred tax assets are deductible, that it is more likely than
>  not the Company will realize the benefits of these deductible differences.

---

> Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Managements Discussion and Analysis (MD&A) may contain statements that are forward-looking.
 These statements are based on current expectations and assumptions that are subject to risks and uncertainties.
 Actual results could differ materially because of factors discussed under Forward-Looking Statements
 and elsewhere in this report.

This Report on Form 10-Q should be read in conjunction with the Companys Annual Report
 on Form 10-K for the period ended March 31, 2003.

The Companys revenues are derived primarily from the manufacture and sale of the Breathe
 Right® nasal strip, which is a nonprescription, disposable device designed to improve nasal breathing
 and temporarily relieve nasal congestion, and to reduce or eliminate snoring and breathing difficulties
 due to nasal congestion resulting from colds, allergies, sinusitis, and deviated nasal septum. The Company
 began marketing FiberChoice® chewable tablets, an innovative fiber supplement in March of 2000. The
 Company began marketing Breathe Right Snore Relief throat spray in March of 2002. Snore Relief spray
 lubricates and soothes dry throats, while a natural astringent firms loose tissue to reduce the vibrations
 that cause snoring.

The Company introduced Vapor Shot! personal vaporizer in March of 2003. Vapor Shot! which
 is packaged with a reusable cup, vapor concentrating lid and 8 effervescent tablets, provides instant
 drug free relief from nasal congestion due to colds and allergies.

The Company has experienced in the past, and expects to experience in the future, quarterly
 fluctuations in both domestic and international sales and earnings. These fluctuations are due in part
 to timing and levels of marketing promotions and seasonality of sales, as described below, as well as
 increases and decreases in purchases by the Companys customers and distributors in anticipation of
 future demand by consumers.

> Results of Operations

Net sales for the quarter ended December 2003 were $26.4 million, an increase of 1.9% versus
 net sales of $25.9 million in the quarter ended December 2002. Net sales increased by 11.6% to $64.5
 million for the nine month period ended December 2003 compared to $57.8 million for the same period
 last year. Net sales for the nine months ended December 2003 and December 2002 were favorably impacted
 by $1.3 million and $619,000, respectively, primarily relating to a reduction of estimated promotional
 spending liabilities.

Domestic net sales were $21.8 million for the December quarter of 2003 compared to $19.1
 million for the same quarter of 2002, an increase of 14.1%. Contributing to the results was strong growth
 in Breathe Right nasal strips and FiberChoice chewable tablets. For the nine months ended December 2003,
 domestic net sales increased 16.8% to $55.0 million compared to $47.1 million for the same period of
 2002. For the nine months ended December 2003, domestic Breathe Right net sales were $48.1 million,
 an increase of 14.8% versus $41.9 million in the

---

prior year and FiberChoice net sales were $6.7 million, an increase of 31.7% from $5.1 million
 for the same period of 2002.

International net sales for the quarter ended December 2003 were $4.6 million compared to
 $6.8 million for the quarter ended December 2002. International net sales for the nine months ended
 December 2003 of $9.5 million decreased 11.2% compared to net sales of $10.7 million for the same period
 of 2002. The decrease in international net sales for the three months and nine months ended December
 2003 results primarily from a change in timing of shipments to the Companys distributor in Japan. The
 December 2002 quarter was favorably impacted by the Japanese distributor purchasing most of the product
 that would be sold through the entire cough and allergy season; for fiscal 2004 shipments to Japan are
 expected to be concentrated in the quarter ending March 31, 2004, in order to better align these shipments
 with consumer demand.

Gross profit was $18.0 million for the December quarter of 2003 compared to $17.8 million
 for the same quarter of 2002 and was $44.2 million for the nine months ended December 2003 compared
 to $38.5 million for the same period of 2002. Gross profit as a percentage of net sales increased to
 68.5% for the nine months ended December 2003 compared to 66.5% for the same period of 2003. The higher
 gross profit percentage in 2003 resulted primarily from lower material costs and reduced royalty expense
 as the result of changes in the product mix.

Advertising and promotion expense for the December quarter of 2003 was $12.5 million compared
 to $13.4 million for the same period of 2002 as a result of increased advertising for domestic Breathe
 Right being more than offset by lower advertising in the United Kingdom and Japan. For the nine months
 ended December 2003, advertising and promotion expense was $21.1 million compared to $20.4 million for
 the previous comparable period. For the nine months ended December 2003, advertising expenditures for
 the FiberChoice brand increased by $3.3 million as a result of expanded media efforts.

Selling, general and administrative expenses were $3.7 million for the December quarter
 of 2003 compared to $3.2 million for the same quarter of 2002, and were $10.5 million for the nine months
 ended December 2003 compared to $9.0 million for the same period of 2002. This increase related to increased
 spending for new product development and additional marketing resources.

Operating income for the December quarter of 2003 was $1.7 million compared to $1.2 million
 for the same quarter of 2002. For the nine months ended December 2003, operating income was $12.5 million
 compared to $9.1 million for the same period of 2002. Operating income as a percentage of net sales
 improved to 19.4% for the nine months ended December 2003 compared to 15.7% for the previous comparable
 period.

Investment income was $160,000 for the December quarter of 2003 compared to $240,000 for
 the same quarter of 2002. Investment income for the nine months ended December 2003 was $538,000 compared
 to $709,000 for the comparable period of 2002. The decrease was primarily the result of lower market
 interest rates, partially offset by higher balances of interest bearing assets.

---

Net income for the December quarter of 2003 was $1.2 million compared to $874,000 for the
 same quarter of 2002. Income tax expense was $716,000 or 37.7% of income before taxes for the December
 quarter of 2003 compared to $550,000 or 38.6% of income before taxes for the same quarter of 2002. For
 the nine month period ended December 2003, net income was $8.2 million compared to $5.9 million for
 the comparable period of 2002. Income tax expense for the nine months ended December 2003 was $4.8 million
 or 37.1% of income before taxes compared to $3.9 million or 39.3% for the same period of 2002.

> Seasonality

The Company believes that the majority of Breathe Right nasal strip consumer usage is for
 the temporary relief of nasal congestion and congestion-related snoring. Sales of nasal congestion remedies
 are higher during the fall and winter seasons because of increased use during the cold/flu season.

> Liquidity and Capital Resources

At December 31, 2003, the Company had cash, cash equivalents and marketable securities of
 $46.9 million and working capital of $54.3 million.

Net cash of $5.6 million was provided from operating activities during the nine month period
 ended December 2003 compared with net cash provided from operating activities of $13.1 million for the
 same period of 2002. Cash provided by operations for the nine month period ended December 2003 was impacted
 by increases in accounts receivable, inventories and operating liabilities. For the nine months ended
 December 2002, net cash from operations was impacted by a significant increase in accounts payable and
 accrued expenses due to the timing of promotions.

The Company had net purchases of $10.5 million of marketable securities during the nine
 month period ended December 2003 compared to net purchases of $5.6 million for the same period of 2002.

The Company issued 371,138 shares of common stock for $1.5 million during the nine months
 ended December 2003 under its Employee Stock Purchase Plan and shareholder approved equity compesation
 plans. The Company did not repurchase any shares of common stock in the nine months ended December 2003.
 The Company has authority to repurchase up to 531,600 shares of its common stock in connection with
 the repurchase program that has been authorized by the board of directors.

The Company declared a $.04 per share dividend on November 4, 2003 for shareholders of record
 as of November 21, 2003 and paid on December 5, 2003. The total dividend payments were $1.1 million
 for the nine months ended December 2003. No dividends were paid during the nine months ended December
 2002.

---

The Company believes that its existing funds and funds generated from operations will be
 sufficient to support its planned operations for the foreseeable future.

> Accounting Policies and Recent Accounting Pronouncements

In preparing the consolidated financial statements in conformity with accounting principles
 generally accepted in the United States, management must make decisions which impact the reported amounts
 and related disclosures. Such decisions include the selection of the appropriate principles to be applied
 and the assumptions on which to base accounting estimates. In reaching such decisions, management applies
 judgement based on its understanding and analysis of the relevant circumstances.

The accounting principles followed in the preparation of the financial information contained
 on Form 10-Q are the same as those described in the Companys Annual Report on Form 10-K for the year
 ended March 31, 2003 with the exception of the following new pronouncements being adopted during the
 nine month period ended December 31, 2003:

In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
 148, Accounting for Stock-Based Compensation. This statement supercedes SFAS No. 123, Accounting
 for Stock-Based Compensation. This statement provides alternative methods of transition for a voluntary
 change to the fair value based method of accounting for stock-based compensation. In addition, the statement
 amends disclosure requirements to require prominent disclosures in annual and interim financial statements
 about the method of accounting used for stock-based employee compensation and the effect of the method
 used on reported results. The annual disclosure provisions became effective for the Company for the
 year ended March 31, 2003. The interim disclosure provisions became effective for the Company for the
 interim period beginning April 1, 2003.

The Company implemented SFAS No. 150, Accounting for Certain Financial Instruments with
 Characteristics of both Liabilities and Equity for financial instruments entered into or modified after
 May 31, 2003. There was no material impact on the Companys consolidated financial position or results
 of operations as the result of implementing this standard.

Refer to the Annual Report on Form 10-K for detailed information on accounting policies.

> Forward-Looking Statements

Certain statements contained in this Report on Form 10-Q and other written and oral statements
 made from time to time by the Company do not relate strictly to historical or current facts but provide
 current expectations or forecasts of future events. As such, they are considered forward-looking statements
 under the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties
 that could cause actual results to differ materially from those presently anticipated or projected.
 Such forward-looking statements can be identified by the use of terminology such as may, will, expect,
 plan, intend, anticipate, estimate,

---

or continue or similar words or expressions. It is not possible to foresee or identify
 all factors affecting the Companys forward-looking statements and investors therefore should not consider
 any list of factors to be an exhaustive statement of all risks, uncertainties or potentially inaccurate
 assumptions. Factors that could cause actual results to differ from the results discussed in the forward-looking
 statements include, but are not limited to, the following factors: (i) the Companys revenue and profitability
 is reliant on sales of Breathe Right nasal strips; (ii) the Company currently has a seasonal pattern
 of sales that is typically higher in the fiscal third and fourth quarters of each year due to increased
 nasal strip usage during the cold/flu season and its revenues and earnings may be impacted by the relative
 severity of such season; (iii) the Companys success and future growth will depend significantly on
 its ability to effectively market Breathe Right nasal strips and upon its ability to develop and achieve
 markets for additional products; (iv) the Companys competitive position will, to some extent, be dependent
 on the enforceability and comprehensiveness of the patents on its Breathe Right nasal strip technology
 which have been, and in the future may be, the subject of litigation and could be narrowed as a result
 of the outcome of the reexamination of one such patent by the United States Patent and Trademark Office;
 (v) the Company has faced and will continue to face challenges in successfully developing and introducing
 new products; (vi) the Company operates in competitive markets where recent and potential entrants into
 the nasal dilator segment pose competitive challenges; (vii) the Company is dependent upon contract
 manufacturers for the production of substantially all of its products; and (viii) the Company currently
 purchases most of its major components for its nasal strip products from different contract manufacturers
 that obtain the raw materials from a single supplier.

> Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Companys market risk exposure is primarily interest rate risk related to its cash,
 cash equivalents and investments in marketable securities. The Companys risk to interest rate fluctuations
 has not materially changed since March 31, 2003. See Item 7A of the Companys Annual Report on Form
 10-K for the year ended March 31, 2003.

> Item 4. Controls and Procedures
> 
> 
> (a) Evaluation of Disclosure Controls and Procedures.

The Companys Chief Executive Officer, Marti Morfitt, and Chief Financial Officer, Samuel
 E. Reinkensmeyer, have evaluated the Companys disclosure controls and procedures as of the end of the
 period covered by this report. Based upon that review, they have concluded that these controls and procedures
 are effective in ensuring that material information related to the Company is made known to them by
 others within the Company.

> (b) Changes in Internal Control Over Financial Reporting.

There have been no significant changes in internal control over financial reporting that
 occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably
 likely to materially affect, the registrants internal control over financial reporting.

---

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 2. Changes in Securities and Use of Proceeds

Not Applicable

Item 3. Defaults Upon Senior Securities

Not Applicable

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits and Reports on Form 8-K

The following exhibits are filed as part
 of this Report:

| |  | 31.1 |  | Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).
| |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 31.2 |  | Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).
| |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 32 |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350).
| |  | -- |  | --------------------------------------------------------------------------------------------

> (b)        Reports on Form 8-K

During the quarter covered by this report,
 the Company furnished a Current Report on Form 8-K dated October 16, 2003 reporting, under Item 12,
 the disclosure of information regarding its results of operations for its quarter ended September 30,
 2003 and attaching as an exhibit a press release regarding its results of operations for that period
 under Item 7.

During the quarter covered by this report,
 the Company also filed a Current Report on Form 8-K dated November 5, 2003 reporting, under Item 5,
 a quarterly dividend. A press release related to the announcement of the dividend was attached as an
 exhibit under Item 7.

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SIGNATURES

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
 thereunto duly authorized.

|                       | CNS, INC.                                              
|---------------------- | -------------------------------------------------------
|                      
|Date: February 6, 2004 | By: /s/ Marti Morfitt                                  
|                       | Marti Morfitt                                          
|                       | President & Chief Executive Officer                    
|                      
|Date: February 6, 2004 | By: /s/ Samuel E. Reinkensmeyer                        
|                       | Samuel E. ReinkensmeyerVice President of Finance, Chief
|                       | Financial Officer and Treasurer                        

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