# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

---

# FORM 10-Q/A(Amendment No. 1)

---

(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|- |  | ----------------------------------------------------------------------------------------

For
the Period Ended September 30, 2005

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

# Commission File Number: 0  16612

---

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

|Delaware                                                      | 41-1580270                         
|------------------------------------------------------------- | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification 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 o

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

YES x
          
NO o

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o
          
NO x

As of November 21, 2005, the Company
had outstanding 14,208,294 shares of Common Stock of $.01 par value per share.





---

Description of Amendment No. 1 to Quarterly
Report on Form 10-Q for the Quarter Ended September 30, 2005:

This amendment to the CNS, Inc.
Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2005 is being filed
solely to correct the text of the certifications of the Chief Executive Officer and Chief
Financial Officer under Rule 13a-14(a) filed as Exhibits 31.1 and 31.2. The Exhibits 31.1
and 31.2 originally filed inadvertently omitted reference to CNS internal control
over financial reporting.

This amendment to Form 10-Q does not
reflect events occurring after the filing of the original Form 10-Q and, other than the
filing of the aforementioned certification, does not modify or update the disclosure in
the original Form 10-Q in any way.

# Item 6. Exhibits

The
following exhibits are filed as part of this Amendment No. 1 to Quarterly Report:

|Exhibit No. |  | Description
|----------- |  | -----------

|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).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

# SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

|      |                  | CNS, INC.                                                                             
|----- | ---------------- | --------------------------------------------------------------------------------------
|     
|     
|Date: | December 6, 2005 | By:                                                                                   
|      |                  | Marti MorfittPresident & Chief Executive Officer                                      
|     
|     
|Date: | December 6, 2005 | By:                                                                                   
|      |                  | Samuel E. ReinkensmeyerVice President of Finance, ChiefFinancial Officer and Treasurer

---