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

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

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(Mark One)

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

For the Period Ended June 30, 2005

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

# Commission File Number: 0  16612

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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)

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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.





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

This amendment to the CNS, Inc. Quarterly Report on Form 10-Q for the Quarter
Ended June 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.                                                                             
|----- | ---------------- | --------------------------------------------------------------------------------------
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|Date: | December 6, 2005 | By:                                                                                   
|      |                  | Marti MorfittPresident & Chief Executive Officer                                      
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|Date: | December 6, 2005 | By:                                                                                   
|      |                  | Samuel E. ReinkensmeyerVice President of Finance, ChiefFinancial Officer and Treasurer

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