SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-K/A

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended         Commission File No. 1-2931
  December 31, 1994
                                    OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                                 CBS INC.
A NEW YORK CORPORATION             I.R.S. EMPLOYER NO. 13-0590730

                   51 West 52 Street, New York, NY 10019
                      Telephone Number (212) 975-4321

Securities registered pursuant to Section 12(b) of the Act:

                                        Name of each exchange
         Title of each class             on which registered 
     Common stock, $2.50 par value      New York Stock Exchange
                                        Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past
90 days.  YES   X       NO     .

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part II of this Form 10-K or any amendment to this
Form 10-K.  [  ]

The aggregate market value of the voting stock held by
non-affiliates of the registrant as of February 28, 1995 was
$3,253,849,686.

As of February 28, 1995, there were 61,352,900 shares of common
stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for Annual Meeting
of Shareholders to be held May 10, 1995 (Part III).








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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-K/A
                            AMENDMENT TO REPORT
                      FILED PURSUANT TO SECTION 13 OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                                 CBS INC.
             -------------------------------------------------
            (Exact name of registrant as specified in charter)

                              AMENDMENT NO. 1

     The undersigned registrant hereby amends Item 12 of its 1994
Annual Report on Form 10-K, the text of such Item 12 being set
forth in its entirety under the caption "Certain Beneficial
Owners and Security Ownership by Directors and Executive
Officers" in the registrant's 1995 proxy statement, which is
incorporated by reference into the registrant's 1994 Annual
Report on Form 10-K, by adding under the sub-caption "Certain
Beneficial Owners" in the incorporated text the following:

                          Number of Shares        Percentage of
                          of Common Stock          Common Stock
Name of Owner            Beneficially Owned        Outstanding 

J.P. Morgan & Co.   ...     4,104,315                 6.6%
 Incorporated(5)
60 Wall Street
New York, NY 10260

     A new footnote (5) is hereby added, and, correspondingly,
each of the existing footnotes numbered (5) through (13), both
the number opposite the respective names under the sub-caption
"Directors and Executive Officers" and the related footnotes, are
renumbered (6) through (14).  The text of new footnote (5) reads
as follows:


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     (5)  J.P. Morgan and Co. Incorporated ("Morgan") is a
          bank holding company and has stated that virtually
          the entire number of shares as to which it is the
          record holder involve outside persons or accounts
          who have the right to direct or receive dividend
          payments and are entitled to the proceeds of sale. 
          No person or account holds more than 5% of CBS's
          outstanding common stock.  Of the shares of CBS
          common stock as to which it is the record holder,
          Morgan has sole voting power with respect to
          2,046,085 shares and sole power to dispose of
          4,005,140 shares.

     Note:  This Amendment is being filed because at the time the
registrant's 1995 proxy statement was prepared and disseminated
to its shareholders, the registrant had no knowledge of Morgan's
holdings.  The Schedule 13G, required in accordance with Rule
13d-1(b) of the Securities Exchange Act of 1934, which Morgan
advises it mailed to the registrant in mid-February 1995 was
never received by the registrant.  The registrant first became
aware of Morgan's holdings as a result of public press accounts
on May 24, 1995, which were subsequently confirmed by Morgan.

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                            CBS INC.            
                                          (Registrant)



Dated:  June 2, 1995          By /s/Louis J. Rauchenberger, Jr.      
                                   (Louis J. Rauchenberger, Jr.
                                   Vice President and Treasurer)



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