SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                          AMENDMENT NO. 1 TO FORM 10-K

(MARK ONE)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

         For the fiscal year ended December 31, 1995

                                       OR

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         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                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

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

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (612) 820-6696

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

         TITLE OF EACH CLASS 
         COMMON STOCK, PAR VALUE OF $.01 PER SHARE

         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,
         PAR VALUE OF $.01 PER SHARE

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 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. [ ]

As of March 5, 1996, assuming as market value the price of $20.75 per share, the
closing sale price of the Company's Common Stock on the Nasdaq National Market,
the aggregate market value of shares held by non-affiliates was $317,598,587.

As of March 5, 1996, the Company had outstanding 17,436,052 shares of Common
Stock of $.01 par value per share.

Documents Incorporated by Reference: The Company's Proxy Statement for its
Annual Meeting of Shareholders to be held in April 1996, a definitive copy of
which will be filed with the Commission within 120 days of December 31, 1995, is
incorporated by reference into Part III of this Form 10-K.



         The Form 10-K is hereby amended by substituting the following
paragraphs for the corresponding paragraphs in the Section "Breathe Right Nasal
Strips" in Item 1 of Part 1.

BREATHE RIGHT NASAL STRIPS

         CNS, Inc., (the "Company") manufactures and markets the Breathe Right
nasal strip, which is a nonprescription single-use disposable device that can
reduce or eliminate snoring by improving nasal breathing and temporarily relieve
nasal congestion. Broad consumer marketing of the Breathe Right nasal strip
began in September 1994. Net sales of the Breathe Right nasal strip grew from
$2.8 million in 1994 with a pre-tax loss of $2.6 million, to $48.6 million in
1995 with pre-tax income of $13.0 million. According to data collected by
Information Resources, Inc., Breathe Right nasal strips became a leading sales
volume producer during 1995 in the OTC cough, cold and allergy section of drug,
grocery and mass merchant stores nationwide.

         The Breathe Right nasal strip has two embedded plastic strips. When
folded down onto the sides of the nose, the Breathe Right nasal strip lifts the
side walls of the nose outward to open the nasal passages. The product improves
nasal breathing upon application and does not include any medication, thereby
avoiding any medicinal side effects. The Company has received 510(k) clearances
from the FDA to market the Breathe Right nasal strip for improvement of nasal
breathing (October 1993), reduction or elimination of snoring (November 1995)
and temporary relief of nasal congestion (February 1996). The Company believes
that the Breathe Right nasal strip is the only non-prescription product in wide
retail distribution that the FDA has cleared to market for the reduction or
elimination of snoring.

         The Breathe Right nasal strip is offered in three sizes (junior/small,
small/medium and medium/large) to accommodate the range of nose sizes from a
child's nose to an adult's nose. The Breathe Right nasal strip is packaged for
the OTC market in quantities of 10 or 30 strips per box and for sporting goods
retailers in quantities of eight strips per box. Product is sold to retailers or
wholesalers in cases of 24 or 96 boxes per size or in a variety of display
configurations ranging from 12 to 60 boxes each. The Company believes that the
Breathe Right nasal strip is priced comparably to medicinal decongestants on a
daily or nightly dosage basis at suggested retail prices of $4.99 for a box of
ten, $11.99 for a box of 30 and $4.99 for an eight count sports pack that
includes a plastic case to protect the strips.


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) 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")


Dated:  March 13, 1996                    By /s/ Daniel E. Cohen, M.D.
                                             Daniel E. Cohen, M.D.
                                             Chairman of the Board, Chief 
                                             Executive Officer, Treasurer and
                                             Director

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on March 13, 1996 on behalf
of the Registrant in the capacities indicated.

                               (Power of Attorney)


/s/ Daniel E. Cohen, M.D.
Daniel E.  Cohen, M.D.
Chairman of the Board and Chief
Executive Officer, Treasurer and Director
(Principal Executive Officer)


/s/ Richard E. Jahnke
Richard E.  Jahnke
Director, President and
Chief Operating Officer


/s/ David J. Byrd
David J. Byrd
Vice President of Finance and Chief
Financial Officer
(Principal Financial and Accounting Officer)


      *
Patrick Delaney
Director

      *
R. Hunt Greene
Director


      *
Andrew J. Greenshields
Director


      *
Richard W. Perkins
Director


* By: /s/ Daniel E. Cohen, M.D.
      Daniel E. Cohen, M.D.
      Attorney-In-Fact