SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 13A-17
                              AND 15D-17 THEREUNDER

                                    CNS, Inc.
                 (Exact name of issuer as specified in charter)

                      P.O. Box 39802, Minneapolis, MN 55439
                    (Address of principal executive offices)

                                 (612) 820-6696
                (Issuer's telephone number, including area code)

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding: 

1.   Title of security: Common Stock, $.01 par value per share

2.   Number of shares outstanding before the change: 17,619,552

3.   Number of shares outstanding after the change: 19,144,552

4.   Effective date of change: April 3 and April 12, 1996

5.   Method of change:

     Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.): Public Offering

     Give brief description of transaction: The Company sold an aggregate of
1,525,000 shares of its common stock in a public offering.

                          II. CHANGE IN NAME OF ISSUER

1.       Name prior to change:
2.       Name after change:
3.       Effective date of charter amendment changing name:
4.       Date of shareholder approval of change, if required:

Date:         4/15/96

                                             /s/ Patrick Delaney
                                             ----------------------------
                                             Patrick Delaney, Secretary
                                             (Officer's signature & title)