SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

BRISKMAN LOUIS J

(Last)

(First)

(Middle)

51 WEST 52ND STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2005

3. Issuer Name and Ticker or Trading Symbol
CBS CORP [ CBS, CBS.A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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)
CBS Class B common stock	9,097	D
CBS Class B common stock	1,451	I	By 401(k)
CBS Class B common stock	2,784	I	By Hill's End Partners, L.P.⁽¹⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Phantom Common Stock Units	⁽²⁾	⁽²⁾	CBS Class B common stock	43	⁽²⁾	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	01/28/2007	CBS Class B common stock	215,083	$13.4283	D
Employee Stock option (right to buy)⁽³⁾	⁽⁴⁾	01/26/2008	CBS Class B common stock	124,531	$21.5716	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	01/26/2009	CBS Class B common stock	138,168	$24.7362	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	03/31/2009	CBS Class B common stock	1,551	$28.9924	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	01/25/2010	CBS Class B common stock	207,252	$44.1875	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	04/01/2010	CBS Class B common stock	1,339	$41.0464	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	01/31/2011	CBS Class B common stock	89,140	$43.3473	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	04/01/2011	CBS Class B common stock	1,622	$33.8965	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	01/28/2007	CBS Class B common stock	5,985	$13.4283	I	By Hill's End Partners, L.P.⁽¹⁾
Putative Debenture	⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	3,965.053	⁽⁶⁾	D
Putative Debenture	⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	7,547.415	⁽⁷⁾	D
Putative Debenture	⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	2,395.696	⁽⁸⁾	D
Putative Debenture	⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	13,004.03	⁽⁹⁾	D
Putative Debenture	⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	2,400.744	⁽¹⁰⁾	D
Putative Debenture	⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	3,882.521	⁽¹¹⁾	D
Putative Debenture	⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	7,145.664	⁽¹²⁾	D

Explanation of Responses:

1. By Hill's End Partners, L.P., a family partnership. The Reporting Person disclaims beneficial ownership of the Class B common stock held by the partnership to the extent that he has no pecuniary interest.

2. Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Issuer's Excess 401(k) Plan for Designated Senior Executives. Each CBS Corporation Class A Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class A common stock and each CBS Corporation Class B Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock.

3. Right to buy under Issuer's long term incentive plan.

4. Current.

5. The Putative Debentures reflect deferral of an award under the Issuer's annual performance plan or long term incentive plan. Putative Debentures convert to shares (if in the money) and are paid in a lump sum or installments following termination of service. A tax-withholding feature is associated with the Putative Debentures.

6. The conversion rate is 10.1408 shares per $100 debenture.

7. The conversion rate is 9.7386 shares per $100 debenture.

8. The conversion rate is 9.7386 shares per $100 debenture.

9. The conversion rate is 10.0031 shares per $100 debenture.

10. The conversion rate is 10.0031 shares per $100 debenture.

11. The conversion rate is 6.9084 shares per $100 debenture.

12. The conversion rate is 7.4434 shares per $100 debenture.

Remarks:

	/s/ Briskman, Louis J.	01/10/2006
	** 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 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).
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