8-A12G/A

                       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

EX-1

                                                                       Exhibit 1
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   CNS, INC.

                                   ARTICLE I
                                      NAME

         1.1) The name of the corporation is CNS, Inc.

                                   ARTICLE 2
                               REGISTERED OFFICE

         2.1) The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

                                   ARTICLE 3
                                    PURPOSES

         3.1) The nature of the business or purposes to be conducted or promoted
is:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

                                   ARTICLE 4
                                 CAPITAL STOCK

         4.1) Authorized Capital Stock. The total number of shares of stock
which the corporation shall have authority to issue is Fifty-Eight Million Four
Hundred Eighty-Three Thousand Five Hundred Eighty Nine (58,483,589) shares,
divided into Fifty Million (50,000,000) shares of common stock, $.01 par value
per share, and Eight Million Four Hundred Eighty-Three Thousand Five Hundred
Eighty Nine (8,483,589) shares of preferred stock, $.01 par value per share. The
designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions of the corporation's capital stock are to be
determined by resolution of the Board of Directors and a certificate setting
forth such resolutions and the number of shares of such class or series must be
filed and recorded pursuant to Delaware law.

         4.2) Voting Rights. Each holder of record of the common stock of the
corporation shall be entitled to one (1) vote for each share of common stock
held by him or her at each meeting of the shareholders and in respect to any
matter on which the shareholders have a right to vote. The right to vote shall
be subject to the provisions of the by-laws of the corporation in effect from
time to time with respect to closing the transfer books and fixing a record date
for the determination of shares entitled to vote.

         4.3) Preemptive Rights. Unless otherwise provided by the Board of
Directors, the shareholders of the corporation shall not have the preemptive
right of subscription to any shares of common stock or preferred stock of the
corporation to be issued or sold, or hereafter authorized, or any obligations or
securities exchangeable for or convertible into stock of the corporation which
has not yet been authorized.

         4.4) Stock Rights and Options. The Board of Directors shall have the
power to create and issue rights, warrants, or options entitling the holders
thereof to purchase from the corporation any shares of its capital stock of any
class or series, upon such terms and conditions and at such times and prices as
the Board of Directors may provide, which terms and conditions shall be
incorporated in an instrument or instruments evidencing such rights.

         4.5) Dividends. The holders of the common stock and preferred stock
shall be entitled to receive, when and as declared by the Board of Directors,
out of earnings or surplus legally available therefor, dividends, payable either
in cash, in property, or in shares of the capital stock of the corporation.

                                   ARTICLE 5
                                  INCORPORATOR

         5.1) The name and mailing address of each incorporator is as follows:

         NAME                               MAILING ADDRESS

         Daniel E. Cohen, M.D.              7090 Shady Oak Road
                                            Eden Prairie, MN  55344

                                   ARTICLE 6
                                   EXISTENCE

         6.1) The corporation is to have perpetual existence.

                                   ARTICLE 7
                                   DIRECTORS

         7.1) In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
by by-laws of the corporation.

         7.2) Elections of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.

                                   ARTICLE 8
                        EXCULPATION AND INDEMNIFICATION

         8.1) A director of this corporation shall not be liable to the
corporation or the stockholders of this corporation for monetary damages for a
breach of the fiduciary duty of care as a director, except to the extent such
exception from liability or limitation thereof is not permitted under the
Delaware General Corporation Law as the same currently exists or hereafter is
amended. The corporation shall, to the fullest extent permitted under Delaware
Corporation Law as the same currently exists or hereafter is amended, indemnify
the directors of this corporation.

                                   ARTICLE 9
                            AMENDMENT OF CERTIFICATE

         9.1) The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                   ARTICLE 10
                         STOCKHOLDERS MEETING AND BOOKS

        10.1) Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provisions contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the corporation.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed, and the facts herein stated are true, and
accordingly have hereunto set my hand this 5th day of March, 1987.



                                      /s/ Daniel E. Cohen, M.D.
                                          Daniel E. Cohen, M.D.

STATE OF MINNESOTA)
                              ) ss.
COUNTY OF HENNEPIN)

                  On this 5th day of March, 1987, before me, a notary public,
within and for said county, personally appeared Daniel E. Cohen, M.D., to me
known to be the person described and who executed the foregoing instrument and
acknowledged that he executed the same as his free act and deed.


                                                     /s/ Glen H. Brown
                                                     Notary Public