SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q



(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                      For the Period Ended March 31, 2000.

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

         For the Transition Period from _______________ to _______________


                        COMMISSION FILE NUMBER: 0 - 16612


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

               DELAWARE                                    41-1580270
      ------------------                                   ----------
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)


                                 P.O. BOX 39802
                              MINNEAPOLIS, MN 55439
           (Address of principal executive offices including zip code)

                                 (612) 820-6696
              (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
                                ------------              ------------


At April 30, 2000, 14,396,561 shares of common stock were outstanding.





                                        1

<PAGE>




                            PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                      CNS, INC.
                             CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                           March 31,          December 31,
                                                                             2000                 1999
                                                                         ------------         ------------
                                                                          (unaudited)
<S>                                                                      <C>                  <C>
ASSETS
Current assets:
    Cash and cash equivalents                                            $     35,942         $    859,852
     Marketable securities                                                 33,666,962           37,997,409
     Accounts receivable, net                                               6,790,467           11,369,815
     Income taxes receivable                                                3,179,644            3,177,771
     Inventories                                                            3,987,838            4,905,449
     Prepaid expenses and other current assets                              1,855,822            3,625,373
                                                                         ------------         ------------
          Total current assets                                             49,516,675           61,935,669
Property and equipment, net                                                 1,879,395            2,010,059
Product rights, net                                                         1,335,629            1,391,107
                                                                         ------------         ------------
                                                                         $ 52,731,699         $ 65,336,835
                                                                         ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued expenses                                  5,083,484           11,752,761
                                                                         ------------         ------------
          Total current liabilities                                         5,083,484           11,752,761
                                                                         ------------         ------------
Stockholders' equity:
     Preferred stock - authorized 8,483,589 shares;
          none issued or outstanding                                                0                    0
     Common stock - $.01 par value; authorized 50,000,000 shares;
          issued and outstanding, 19,294,570 shares                           192,946              192,946
     Additional paid-in capital                                            61,447,405           61,530,522
    Treasury shares - at cost; 4,886,009 shares at March 31, 2000
        and 4,838,098 shares at December 31, 1999                         (22,386,107)         (22,220,537)
     Retained earnings                                                      8,713,971           14,401,143
     Accumulated other comprehensive loss                                    (320,000)            (320,000)
                                                                         ------------         ------------
          Total stockholders' equity                                       47,648,215           53,584,074
                                                                         ------------         ------------

                                                                         $ 52,731,699         $ 65,336,835
                                                                         ============         ============
</TABLE>

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



                                          2

<PAGE>
                              CNS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (unaudited)


<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          March 31,
                                                            ---------------------------------
                                                                 2000               1999
                                                            ------------         ------------
<S>                                                         <C>                  <C>
Net sales                                                   $ 14,633,046         $ 11,934,437
Cost of goods sold                                             4,845,501            4,688,341
                                                            ------------         ------------
     Gross profit                                              9,787,545            7,246,096
                                                            ------------         ------------
Operating expenses:
     Marketing and selling                                    14,312,046           11,407,965
     General and administrative                                1,173,948              802,904
     Product development                                         487,136            1,000,782
                                                            ------------         ------------
          Total operating expenses                            15,973,130           13,211,651
                                                            ------------         ------------
          Operating loss                                      (6,185,585)          (5,965,555)

Investment income                                                498,413              898,646
                                                            ------------         ------------
     Loss before income taxes                                 (5,687,172)          (5,066,909)
Income tax benefit                                                     0            2,100,000
                                                            ------------         ------------
     Net loss                                               $ (5,687,172)        $ (2,966,909)
                                                            ============         ============

Basic and diluted net loss per share                        $      (0.39)        $      (0.18)
                                                            ============         ============

Weighted average number of common shares outstanding          14,400,000           16,400,000
                                                            ============         ============

Weighted average number of common and
     assumed conversion shares outstanding                    14,400,000           16,400,000
                                                            ============         ============

</TABLE>



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




                                  3



<PAGE>

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


<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                 -------------------------------
                                                                            March 31,
                                                                     2000                1999
                                                                 -----------         -----------
<S>                                                              <C>                 <C>
Operating activities:
     Net loss                                                    $(5,687,172)        $(2,966,909)
     Adjustments to reconcile net loss to
              net cash from operating activities:
         Depreciation and amortization                               251,129             261,870
         Changes in operating assets and liabilities:
            Accounts receivable                                    4,579,348           1,372,312
            Inventories                                              917,611           1,490,869
            Prepaid expenses and other current assets              1,769,913            (460,910)
            Accounts payable and accrued expenses                 (6,671,512)         (1,457,015)
                                                                 -----------         -----------
                 Net cash from operating activities               (4,840,683)         (1,759,783)
                                                                 -----------         -----------
Investing activities:
     Net change in marketable securities                           4,330,447           5,368,979
     Payments for purchases of property and equipment                (47,362)            (45,903)
     Payments for product rights                                     (17,624)               (115)
                                                                 -----------         -----------
                 Net cash from investing activities                4,265,461           5,322,961
                                                                 -----------         -----------
Financing activities:
     Purchase of treasury shares                                    (248,688)         (2,937,741)
                                                                 -----------         -----------
                  Net cash from financing activities                (248,688)         (2,937,741)
                                                                 -----------         -----------
                  Net change in cash and cash equivalents           (823,910)            625,437
Cash and cash equivalents:
     Beginning of period                                             859,852             584,718
                                                                 -----------         -----------
     End of period                                               $    35,942         $ 1,210,155
                                                                 ===========         ===========

</TABLE>


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



                                      4


<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The accompanying consolidated financial statements as of March 31, 2000 and 1999
are unaudited but, in the opinion of management, include all adjustments
(consisting only of normal, recurring accruals) necessary for a fair
presentation of results for the interim periods presented.

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 Form 10-K
report for the year ended December 31, 1999, and reference is hereby made to
that report for detailed information on accounting policies.

Note 2 - Comprehensive Income (Loss)

A reconciliation of total comprehensive income (loss) is as follows:

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                        March 31,
                                                            -------------------------------------
                                                                  2000               1999
                                                            ------------------ ------------------
<S>                                                              <C>                <C>
      Net loss                                                   ($5,687,172)       ($2,966,909)
      Change in unrealized loss on marketable
        securities, net of income tax                                      0           (253,000)
                                                            ------------------ ------------------
      Total comprehensive loss                                   ($5,687,172)       ($3,219,909)
                                                            ------------------ ------------------
</TABLE>

Note 3 - Earnings Per Share

A reconciliation of weighted average common and assumed conversion shares
outstanding is as follows:

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                        March 31,
                                                            -------------------------------------
                                                                  2000               1999
                                                            ------------------ ------------------
<S>                                                                <C>                <C>
      Average common shares outstanding                            14,400,000         16,400,000
      Assumed conversion of stock options                                   0                  0
                                                            ------------------ ------------------
      Average common and assumed
           conversion shares                                       14,400,000         16,400,000
                                                            ------------------ ------------------

</TABLE>


                                       5

<PAGE>


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

The Company's revenues are derived primarily from the manufacture and sale of
the Breathe Right(R) 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 a deviated
nasal septum. The Company will begin marketing FiberChoice(TM) chewable tablets,
an innovative bulk fiber supplement in the second quarter of 2000.

Results of Operations

Net sales increased 22.6% to $14.6 million for the first quarter of 2000
compared to $11.9 million for the same quarter of 1999. The increase was a
result of advertising Breathe Right nasal strips over the entire 1999/2000
cough-cold season versus only a portion of the season last year and retailers
working off excess inventory last year.

Gross profit was $9.8 million for the first quarter of 2000 compared to $7.2
million for the same quarter of 1999. Gross profit as a percentage of net sales
increased to 66.9% for the first quarter of 2000 compared to 60.7% for the same
quarter of 1999. The lower gross profit last year resulted primarily from the
inclusion of free Breathe Right nasal strips in packages and costs to rework
product into new packaging.

Marketing and selling expenses were $14.3 million for the first quarter of 2000
compared to $11.4 million for the same quarter of 1999. This increase resulted
primarily from planned spending on advertising and promotion during this
cough-cold season to restart growth of the Breathe Right brand.

General and administrative expenses were $1.2 million for the first quarter of
2000 compared to $803,000 for the same quarter of 1999. This increase resulted
primarily from business development expenses.

Product development expenses were $487,000 for the first quarter of 2000
compared to $1.0 million for the same quarter of 1999. This decrease represents
the substantial completion of development expenses for new products that the
Company expects to introduce later this year.

Operating loss for the first quarter of 2000 was $6.2 million comparable to $6.0
million for the same quarter of 1999.

Investment income was $498,000 for the first quarter of 2000 compared to
$899,000 for the same quarter of 1999. The decrease was primarily from net gains
last year on the sale of marketable securities resulting from the repositioning
of the investment portfolio to taxable investments.

There was no income tax benefit for the first quarter of 2000 due to tax loss
carryforwards.



                                       6
<PAGE>


Seasonality

The Company believes that a portion of Breathe Right nasal strip use 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 and allergy seasons.

Liquidity and Capital Resources

At March 31, 2000, the Company had cash, cash equivalents and marketable
securities of $33.7 million and working capital of $44.4 million.

The Company used cash from operations of $4.8 million for the first quarter of
2000 compared with $1.8 million for the same quarter of 1999. The use of cash in
2000 was due to the net loss offset by a net decrease in operating assets and
liabilities.

The Company had net sales of $4.3 million of marketable securities in the first
quarter of 2000.

The Company repurchased 58,000 shares of common stock for $249,000 in the first
quarter of 2000. Since 1997, the Company has repurchased 5.2 million shares at
an average price per share of $4.84. The shares of common stock are available
for use by the Company to meet its obligations under its employee stock
ownership plan and stock option plans, and for possible future acquisitions.

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

Forward Looking Statements

Certain statements contained in this 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 primarily reliant on sales of Breathe Right(R) nasal strips;
(ii) 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; (iii) the Company's
competitive position will, to some extent, be




                                       7
<PAGE>

dependent on the enforceability and comprehensiveness of its patents on the
Breathe Right nasal strip technology which have been, and in the future may be,
the subject of litigation; (iv) the Company operates in competitive markets
where recent and potential entrants in the nasal dilation segment pose greater
competitive challenges than those faced by the Company in the past; (v) the
Company has faced and will continue to face challenges in successfully
developing and introducing new products and anticipates that there will be
substantial costs, expenses and risks associated with the introduction of new
products during 2000, including those associated with the introduction of the
Company's FiberChoiceTM chewable fiber tablets; (vii) the Company is currently
establishing its own channels for distributing its nasal strip products in
international markets, and there can be no assurance that the Company's efforts
to develop its international distribution will be successful; (viii) the Company
is dependent upon contract manufacturers for the production of substantially all
of its products; and (ix) the risk factors included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

The Company's market risk exposure is primarily interest rate risk related to
its cash and cash equivalents and investments in marketable securities. The
Company's risk to interest rate fluctuations has not materially changed since
December 31, 1999. See Item 7A of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.




                                       8
<PAGE>


                           PART II - OTHER INFORMATION



Item 1.       Legal Proceedings

              See Item 3 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 1999.

Item 2.       Changes in Securities

              None

Item 3.       Defaults Upon Senior Securities

              Not applicable

Item 4.       Submission of Matters to a Vote of Security Holders
              None

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              (a) Exhibits:
              Exhibit No. 27, Financial Data Schedule

              (b) Reports on Form 8-K
              None



                                       9
<PAGE>


                                   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.
                                           ------------------------------------
                                           Registrant





Date:             May 10, 2000             By:      /s/  Marti Morfitt
     ----------------------------------    ------------------------------------
                                           Marti Morfitt
                                           President & Chief Operating Officer





Date:             May 10, 2000             By:      /s/  David J. Byrd
     ----------------------------------    ------------------------------------
                                           David J. Byrd
                                           Vice President of Finance, Chief
                                           Financial Officer and Treasurer




                                       10