FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

REDSTONE SUMNER M 		2. Issuer Name and Ticker or Trading Symbol

CBS CORP [ CBS, CBS.A ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

51 WEST 52ND STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/2/2011
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
CBS Class A common stock   6/2/2011     C (1)    183600.0000   D $0.0000   (1) 34349441.0000   I   By NAI and NAI EH   (2)
CBS Class B common stock   6/2/2011     C (1)    183600.0000   A $0.0000   (1) 6006400.0000   I   By NAI and NAI EH   (3)
CBS Class B common stock   6/2/2011     G   V 206400.0000   D $0.0000   (4) 5800000.0000   I   By NAI and NAI EH   (5)
CBS Class A common stock                  40.0000   D    
CBS Class B common stock                  49923.0000   D    
CBS Class B common stock                  1.0000   I   By 401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Shares of Class A Common Stock were converted to shares of Class B Common Stock on a one-to-one basis for no consideration pursuant to the terms of the Class A Common Stock under the Issuer's Amended and Restated Certificate of Incorporation.
( 2)  Of these securities, (i) 26,098,377 shares are owned directly by National Amusements, Inc. (NAI) and (ii) 8,251,064 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH), a wholly-owned subsidiary of NAI. The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI.
( 3)  Of these securities, (i) 206,400 shares are owned directly by NAI and (ii) 5,800,000 shares are owned directly by NAI EH. The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI.
( 4)  Bona fide gift by the Reporting Person for no consideration.
( 5)  These securities are owned directly by NAI EH, but may also be deemed to be beneficially owned by (1) NAI, and (2) Sumner M. Redstone, who is the controlling stockholder of NAI.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
REDSTONE SUMNER M
51 WEST 52ND STREET
NEW YORK, NY 10019 		X X Executive Chairman
NATIONAL AMUSEMENTS INC /MD/
846 UNIVERS
NORWOOD, NY 02062
X


Signatures
/s/ Sumner M. Redstone 6/3/2011
** Signature of Reporting Person Date

By: Tad Jankowski, Vice President 6/3/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CBS (NYSE:CBS)
Historical Stock Chart
From Sep 2024 to Oct 2024 Click Here for more CBS Charts.
CBS (NYSE:CBS)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more CBS Charts.