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

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

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(Mark One)

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

For the fiscal year ended March 31, 2005

# OR

|o |  | 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

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

|Delaware                                                      | 41-1580270                         
|------------------------------------------------------------- | -----------------------------------
|(State or other jurisdictionof incorporation or organization) | (I.R.S. EmployerIdentification No.)

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

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

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Securities registered pursuant to section 12(b) of the Act:   None
Securities registered pursuant to section 12(g) of the Act:

| | Common Stock, par value of $.01 per share
Preferred Stock purchase rights
| | -------------------------------------------------------------------------

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 if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.x

As of March 31, 2005, the aggregate market value of the Companys Common
Stock held by non-affiliates is $144,835,691 computed by reference to the closing sales price of the Companys Common Stock
of $11.00 on September 30, 2004, the last business day of the Companys most recently completed second fiscal quarter.

Indicated by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2):   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 Annual Report on Form 10-K for the Year
Ended March 31, 2005:

This amendment to the CNS, Inc. Annual Report on Form 10-K for the Year Ended
March 31, 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-K does not reflect events occurring after the
filing of the original Form 10-K and, other than the filing of the aforementioned certification, does not modify or update the
disclosure in the original Form 10-K in any way.

# PART IV

# Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this Amendment No. 1 to Annual
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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Annual
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                          | CNS, INC.                                        
|------------------------- | -------------------------------------------------
|                         
|                         
|Dated:   December 6, 2005 | By                                               
|                          | Marti MorfittChief Executive Officer and Director
|                         
|                         

Pursuant to the requirements
of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual Report has been signed by the following persons on
December 6, 2005 on behalf of the registrant in the capacities indicated.

|/s/   Marti Morfitt                                   |  |  | 
|----------------------------------------------------- |  |  | 
|                                                     
|Marti Morfitt                                         |  | 
|Chief Executive Officer and Director                  |  | 
|(Principal Executive Officer)                         |  | 
|                                                     
|                                                     
|/s/   Samuel Reinkensmeyer                            |  | 
|                                                     
|Samuel Reinkensmeyer                                  |  | 
|Vice President of Finance and Chief Financial Officer |  | 
|(Principal Financial and Accounting Officer)          |  | 

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|/s/   Karen T. Beckwith            | ** |  | 
|---------------------------------- | -- |  | 
|                                  
|Karen T. Beckwith                  |    | 
|Director                           |    | 
|                                  
|                                  
|/s/   Daniel E. Cohen              | ** |  | 
|                                  
|Daniel E. Cohen                    |    | 
|Chairman of the Board and Director |    | 
|                                  
|                                  
|/s/   Patrick Delaney              | ** |  | 
|                                  
|Patrick Delaney                    |    | 
|Director                           |    | 
|                                  
|                                  
|/s/   H. Robert Hawthorne          | ** |  | 
|                                  
|H. Robert Hawthorne                |    | 
|Director                           |    | 
|                                  
|                                  
|/s/   Andrew J. Greenshields       | ** |  | 
|                                  
|Andrew J. Greenshields             |    | 
|Director                           |    | 
|                                  
|                                  
|/s/   Richard W. Perkins           | ** |  | 
|                                  
|Richard W. Perkins                 |    | 
|Director                           |    | 
|                                  
|                                  
|/s/   Morris J. Siegel             | ** |  | 
|                                  
|Morris J. Siegel                   |    | 
|Director                           |    | 

|** | By:              | /s/   Marti Morfitt | 
|-- | ---------------- | ------------------- | 
|   | Attorney-In-Fact

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