8-K

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):   January 22, 2004

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

Delaware	0-16612	41-1580270
(State or other jurisdiction of     incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7615 Smetana Lane
Eden Prairie, MN	55344
(Address of principal executive offices)	(Zip Code)

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

CNS, Inc. Declares Quarterly Dividend
Page 2

Items 1–4, 6 and 8–12 are not applicable and therefore omitted.

ITEM 5. OTHER EVENTS.

        On January 22, 2004, CNS, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1, announcing a four cent per share quarterly dividend payable March 5, 2004 to shareholders of record as of February 20, 2004.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

The following is filed as an Exhibit to this Report:

Exhibit No.	Description of Exhibit
99.1	Press release issued January 22, 2004.

SIGNATURE

        Pursuant to the requirements 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.

By  /s/ Marti Morfitt                                
      Marti Morfitt
      President and Chief Executive Officer

Dated: January 22, 2004

EX-99.1

CNS, Inc. Declares Quarterly Dividend
Page 3

EXHIBIT 99.1

NEWS RELEASE

January 22, 2004

CONTACT:
Sam Reinkensmeyer	Shawn Brumbaugh/Marian Briggs
Chief Financial Officer	Padilla Speer Beardsley Inc.
CNS, Inc.	(612) 455-1700
(952) 229-1500	sbrumbaugh@psbpr.com
Nasdaq Symbol: CNXS	mbriggs@psbpr.com

FOR IMMEDIATE RELEASE

CNS, INC. DECLARES REGULAR QUARTERLY DIVIDEND

        MINNEAPOLIS, Jan. 22, 2004 – CNS, Inc. (Nasdaq: CNXS), the Breathe Right^® company, today announced that its board of directors has declared a regular quarterly cash dividend of four cents per share of common stock. The dividend is payable on March 5, 2004 to shareholders of record on February 20, 2004. The company currently has approximately 13.7 million shares outstanding.

        “CNS is in a strong financial position, with a solid and growing business,” said Marti Morfitt, president and chief executive officer of CNS. “Today, we reported continued growth for the third-quarter and nine-month periods. As a result, we are pleased to pay our third consecutive quarterly dividend.”

        For its current fiscal year, ending March 31, 2004, CNS estimates net sales to increase 11 to 14 percent and fully diluted earnings per share to rise 24 to 30 percent over the prior fiscal year.

About CNS, Inc.
CNS, based in Minneapolis, is a growing company that designs and markets consumer health care products, including Breathe Right^® nasal strips, Breathe Right Snore Relief™ throat spray, Breathe Right Vapor Shot!™ personal vaporizer and FiberChoice^® chewable fiber tablets. The company focuses on better breathing and digestive health products that address important consumer needs within the aging well/self care market. Its common stock is listed on the Nasdaq National Market under the ticker symbol “CNXS.” More information about CNS and its products is available at www.cns.com.

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