SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 8-A/A

                                AMENDMENT NO. 1
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




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



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



         1250 Park Road
     Chanhassen, Minnesota                      55317       
(Address of principal executive offices)      (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class               Name of each exchange on which
         to be so registered               each class is to be registered

                  None                                None


Securities to be registered pursuant to Section 12(g) of the Act:


                                  Common Stock
                                (Title of Class)


Item 1.  Description of Securities to be Registered.

Common Stock

         The holders of Common Stock are entitled to one vote for each share
held of record on all matters voted upon by stockholders and may not cumulate
votes for the election of directors. Holders of the Common Stock do not have
preemptive rights to purchase additional shares or other subscription rights.
The Common Stock carries no conversion rights and is subject neither to
redemption nor to any sinking fund provisions. All shares of Common Stock are
entitled to share ratably in dividends from sources legally available therefor
when, as and if declared by the Board of Directors, and upon liquidation or
dissolution of the Company, whether involuntary or voluntary, to share equally
in the assets of the Company available for distribution to common shareholders.
The dividend and liquidation rights of common shareholders are subordinate to
those of preferred shareholders.

Item 2.  Exhibits.


         1.       Certificate of Incorporation, as amended to date.

         2.       Bylaws, as amended to date (incorporated by reference to
                  Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1991).


                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                   CNS, INC.



                                   By /s/ Daniel E. Cohen, M.D.
                                          Daniel E. Cohen, M.D.
                                          Chief Executive Officer
Dated:  May 31, 1995