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

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

(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

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

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

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

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

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.

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	/s/   Marti Morfitt
		Marti Morfitt Chief 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)

/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