FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PAPPAJOHN JOHN
 2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2009		 3. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [CNSO.OB]
(Last)
(First)
(Middle)
666 WALNUT STREET, SUITE 2116		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
06/22/2009
(Street)

DES MOINES, IA 50309		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Purchase Warrant (1) (2) (3) 06/12/2009 06/30/2016 Common Stock, par value $.001 2,333,333 $ 0.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAPPAJOHN JOHN
666 WALNUT STREET, SUITE 2116
DES MOINES, IA 50309		     X    

Signatures

/s/ John Pappajohn 04/16/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Does not include Common Stock Warrants to purchase an aggregate of 1,000,000 shares of Common Stock gifted for no consideration at the time of issuance to certain relatives of Mr. Pappajohn for which he disclaims beneficial ownership.
(2) On June 12, 2009, the Issuer also issued to Mr. Pappajohn a Secured Convertible Promissory Note in the principal amount of $1,000,000. In the event the Issuer consummates an equity financing transaction of at least $1,500,000 (excluding any and all notes and other liabilities or indebtedness which are converted) during the term of such note, the then outstanding principal amount of such note shall be automatically converted into the securities issued in the equity financing by dividing such amount by the per share price paid by the investors in such financing.
(3) This Amendment to Form 3 is being filed to correct the reported number of shares of Common Stock underlying the Stock Purchase Warrant acquired by Mr. Pappajohn on June 12, 2009, in light of the gift described in Note 1 above. The number of shares underlying such warrant was previously reported as 3,333,333.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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