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): August 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 August 2, 2006 disclosing material non-public information regarding its results of operations for the quarter ended June 30, 2006. A copy of the press release is attached hereto as Exhibit 99.1.

Item 8.01 Other Events

On August 2, 2006, the Company issued a press release, attached hereto as Exhibit 99.2, announcing a seven-cent per share quarterly dividend payable September 8, 2006 to shareholders of record as of August 25, 2006.

Item 9.01 Financial Statements And Exhibits

Exhibit No.

Description

99.1

Press Release issued on August 2, 2006.

99.2

Press Release issued on August 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: August 2, 2006