CNS INC /DE/
SC 13G/A, 2000-02-15
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
Previous: VALUE MERCHANTS INC, SC 13G/A, 2000-02-15
Next: NATIONAL MANUFACTURING TECHNOLOGIES, NT 10-Q, 2000-02-15






<PAGE>

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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Amendment No.:  1

Name of Issuer:  CNS, Inc.

Title of Class of Securities: Common Stock

CUSIP Number: 126 136 100



  (Date of Event Which Requires Filing of this Statement)

                     December 31, 1999

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).



<PAGE>

CUSIP Number: 126 136 100

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person


          Mark E. Brady

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization

          United States

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:



6.  Shared Voting Power:

          746,055

7.  Sole Dispositive Power:



8.  Shared Dispositive Power:

          746,055

9.  Aggregate Amount Beneficially Owned by Each Reporting
    Person

          746,055

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares







                            -2-



<PAGE>

11. Percent of Class Represented by Amount in Row (9)

          5.1%

12. Type of Reporting Person

          IN














































                            -3-



<PAGE>

CUSIP Number: 126 136 100

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person


          Robert J. Suttman, II

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization

          United States

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:



6.  Shared Voting Power:

          746,055

7.  Sole Dispositive Power:



8.  Shared Dispositive Power:

          746,055

9.  Aggregate Amount Beneficially Owned by Each Reporting
    Person

          746,055

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares







                            -4-



<PAGE>

11. Percent of Class Represented by Amount in Row (9)

          5.1%

12. Type of Reporting Person

          IN














































                            -5-



<PAGE>

CUSIP Number: 126 136 100

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person


          Ronald L. Eubel

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization

          United States

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:



6.  Shared Voting Power:

          746,055

7.  Sole Dispositive Power:



8.  Shared Dispositive Power:

          746,055

9.  Aggregate Amount Beneficially Owned by Each Reporting
    Person

          746,055

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares







                            -6-



<PAGE>

11. Percent of Class Represented by Amount in Row (9)

          5.1

12. Type of Reporting Person

          IN














































                            -7-



<PAGE>

CUSIP Number: 126 136 100

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person


          Bernie Holtgreive

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization

          United States

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:



6.  Shared Voting Power:

          746,055

7.  Sole Dispositive Power:



8.  Shared Dispositive Power:

          746,055

9.  Aggregate Amount Beneficially Owned by Each Reporting
    Person

          746,055

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares







                            -8-



<PAGE>

11. Percent of Class Represented by Amount in Row (9)

          5.1%

12. Type of Reporting Person

          IN














































                            -9-



<PAGE>

CUSIP Number: 126 136 100

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person


          William Hazel

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization

          United States

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:

          1500

6.  Shared Voting Power:

          747,555

7.  Sole Dispositive Power:

          1500

8.  Shared Dispositive Power:

          747,555

9.  Aggregate Amount Beneficially Owned by Each Reporting
    Person

          749,055

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares







                           -10-



<PAGE>

11. Percent of Class Represented by Amount in Row (9)

          5.1%

12. Type of Reporting Person

          IN














































                           -11-



<PAGE>

CUSIP Number: 126 136 100

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person


          Eubel Brady & Suttman Asset Management, Inc.

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization

          Delaware

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:



6.  Shared Voting Power:

          746,055

7.  Sole Dispositive Power:



8.  Shared Dispositive Power:

          746,055

9.  Aggregate Amount Beneficially Owned by Each Reporting
    Person

          746,055

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares



11. Percent of Class Represented by Amount in Row (9)



                           -12-



<PAGE>

          5.1%

12. Type of Reporting Person

          CO, IA
















































                           -13-



<PAGE>

Item 1(a) Name of Issuer: CNS, Inc.

      (b) Address of Issuer's Principal Executive Offices:

          P.O. Box 39802
          Minneapolis, Minnesota 55439

Item 2(a) - (c).  Name, Principal Business Address, and
Citizenship of Persons Filing:

          Mark E. Brady
          Robert J. Suttman
          Ron Eubel
          William Hazel
          Bernie Holtgreive
          Eubel Brady & Suttman Asset Management, Inc.
          7777 Washington Village Drive
          Ste. 210
          Dayton, Ohio 45459

          Mark E. Brady, Robert J. Suttman, Ronald L. Eubel,
          William Hazel and Bernie Holtgreive - United
          States citizens

          Eubel Brady & Suttman Asset Management, Inc. -
          Delaware corporation

    (d)   Title of Class of Securities:  Common Stock

    (e)   CUSIP Number: 126 136 100

Item 3.  If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:

    (a)  / / Broker or dealer registered under Section 15 of
             the Act,

    (b)  / / Bank as defined in Section 3(a)(6) of the Act,

    (c)  / / Insurance Company as defined in
             Section 3(a)(19) of the Act,

    (d)  / / Investment Company registered under Section 8
             of the Investment Company Act,

    (e)  /X/ Investment Adviser registered under Section 203
             of the Investment Advisers Act of 1940,

    (f)  / / Employee Benefit Plan, Pension Fund which is
             subject to the provisions of the Employee


                           -14-



<PAGE>

             Retirement Income Security Act of 1974 or
             Endowment Fund,

    (g)  / / Parent Holding Company, in accordance with Rule
             13d-1(b)(ii)(G),

    (h)  / / Savings association as defined in Section 3(b)
             of the Federal Deposit Insurance Act,

    (i)  / / Church plan excluded from the definition of an
             investment company under Section 3(c)(14) of
             the Investment Company Act,

    (j)  / / Group, in accordance with Rule 13d-
             1(b)(1)(ii)(H).

If this statement is filed pursuant to Rule 13d-1(c), check
this box. / /

 Item 4. Ownership.

         (a) Amount Beneficially Owned:  Mark E. Brady,
             Robert J. Suttman, Ron L. Eubel and Bernie
             Holtgreive - 746,055 shares; William Hazel -
             747,555

         (b) Percent of Class:  Mark E. Brady, Robert J.
             Suttman, Ron L. Eubel and Bernie Holtgreive -
             5.1%; William Hazel - 5.1%

         (c) Mark E. Brady, Robert J. Suttman, Ron L. Eubel
             and Bernie Holtgreive - 746,055 shares with
             shared power to vote or to direct the vote; 0
             shares with sole power to vote or to direct the
             vote; 746,055 shares with shared power to
             dispose or to direct the disposition of; 0
             shares with the sole power to dispose or to
             direct the disposition of

             William Hazel - 747,555 with shared power to
             vote or to direct the vote; 1500 shares with
             sole power to vote or to direct the vote;
             747,555 shares with shared power to dispose or
             to direct the disposition of; 1500 shares with
             the sole power to dispose or to direct the
             disposition of

Item 5.  Ownership of Five Percent or Less of a Class.

         N/A



                           -15-



<PAGE>

Item 6.  Ownership of More than Five Percent on Behalf of
         Another Person.

         N/A

Item 7.  Identification and Classification of the Subsidiary
         Which Acquired the Security Being Reported by the
         Parent Holding Company.

         N/A

Item 8.  Identification and Classification of Members of the
         Group.

         N/A

Item 9.  Notice of Dissolution of the Group.

         N/A

Item 10.

    Certification for Rule 13d-1(b): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.






















                           -16-



<PAGE>

         After reasonable inquiry and to the best of my
         knowledge and belief, I certify that the
         information set forth in this statement is true,
         complete and correct.


/s/ Ronald L. Eubel
_____________________
Ronald L. Eubel

/s/ Mark E. Brady
_____________________
Mark E. Brady

/s/ Robert J. Suttman, II
_________________________
Robert J. Suttman, II

/s/ William Hazel
_________________________
William Hazel

/s/ Bernie Holtgreive
_________________________
Bernie Holtgreive

EUBEL BRADY & SUTTMAN
ASSET MANAGEMENT, INC.
By:/s/ Ronald L. Eubel
   ___________________
By: Ronald L. Eubel
    Chief Executive Officer

February 14, 2000
_____________
Date

















                           -17-



<PAGE>

                         AGREEMENT

         The undersigned agree that this Schedule 13G dated

February 14, 2000 relating to the Common Stock of America

Service Group Inc. shall be filed on behalf of the

undersigned.



                             /s/ Ronald L. Eubel
                             _____________________
                             Ronald L. Eubel


                             /s/ Mark E. Brady
                             _____________________
                             Mark E. Brady


                             /s/ Robert J. Suttman, II
                             _________________________
                             Robert J. Suttman, II


                             /s/ William Hazel
                             _________________________
                             William Hazel


                             /s/ Bernie Holtgreive
                             _________________________
                             Bernie Holtgreive


                             EUBEL BRADY & SUTTMAN ASSET
                             MANAGEMENT, INC.
                             By: /s/ Ronald L. Eubel
                             _________________________
                             By:  Ronald L. Eubel
                             Chief Executive Officer










                              -18-
00843001.AE7



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission