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): November 2, 2006


                                    CNS, Inc.
                           ---------------------------
             (Exact name of Registrant as Specified in its Charter)


                                    Delaware
                           ---------------------------
                 (State Or Other Jurisdiction Of Incorporation)

               0-16612                                41-1580270
---------------------------------------   ------------------------------------
       (Commission File Number)           (I.R.S. Employer Identification No.)

          7615 Smetana Lane
          Eden Prairie, MN                              55344
---------------------------------------   ------------------------------------
(Address Of Principal Executive Offices)              (Zip Code)



                                 (952) 229-1500
                           ---------------------------
               Registrant's Telephone Number, Including Area Code


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))






Items under Sections 1 and 3 through 7 are not applicable and therefore omitted.


ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The Company hereby furnishes a press release issued on November 2, 2006
disclosing material non-public information regarding its results of operations
for the quarter ended September 30, 2006. A copy of the press release is
attached hereto as Exhibit 99.1.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.        Description
99.1               Press Release issued on November 2, 2006.



                                    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


Date:   November 2, 2006