Edgar Filing: CBS CORP

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOONVES LESLIE

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	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

51 WEST 52ND STREET

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2006

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CBS Class B common stock	06/01/2006		A		788,760 ⁽¹⁾	A	$ 24.93 ⁽¹⁾	881,786	D
CBS Class B common stock	06/01/2006		A		874 ⁽¹⁾	A	$ 24.93 ⁽¹⁾	874	I	By Spouse
CBS Class B common stock								507	I	By 401(k)
CBS Class B common stock								271	I	By IRA
CBS Class B common stock								8	I	By Reporting Person's children
CBS Class B common stock								500	I	By Spouse - 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy) ⁽²⁾

$ 28.99

06/01/2006

949 ⁽³⁾

⁽⁴⁾

03/31/2009

CBS Class B common stock

949

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 30.17

06/01/2006

690,840 ⁽³⁾

⁽⁴⁾

06/13/2009

CBS Class B common stock

690,840

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 44.19

06/01/2006

172,710 ⁽³⁾

⁽⁴⁾

01/25/2010

CBS Class B common stock

172,710

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 41.05

06/01/2006

670 ⁽³⁾

⁽⁴⁾

04/01/2010

CBS Class B common stock

670

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 42.45

06/01/2006

482,336 ⁽³⁾

⁽⁴⁾

05/25/2010

CBS Class B common stock

482,336

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 33.9

06/01/2006

1,074 ⁽³⁾

⁽⁴⁾

04/01/2011

CBS Class B common stock

1,074

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 44.77

06/01/2006

235,248 ⁽³⁾

⁽⁴⁾

05/23/2011

CBS Class B common stock

235,248

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 37.41

06/01/2006

1,212 ⁽³⁾

⁽⁴⁾

03/30/2012

CBS Class B common stock

1,212

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 37.82

06/01/2006

387,696 ⁽³⁾

⁽⁴⁾

05/22/2012

CBS Class B common stock

387,696

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 30.88

06/01/2006

479,228 ⁽³⁾

⁽⁴⁾

01/29/2013

CBS Class B common stock

479,228

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 29.69

06/01/2006

1,835 ⁽³⁾

⁽⁴⁾

03/28/2013

CBS Class B common stock

1,835

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 31.95

06/01/2006

1,263,463 ⁽³⁾

⁽⁴⁾

04/11/2013

CBS Class B common stock

1,263,463

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 31.72

06/01/2006

509,375 ⁽³⁾

⁽⁴⁾

01/28/2014

CBS Class B common stock

509,375

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 30.63

06/01/2006

1,796 ⁽³⁾

04/01/2007

03/31/2014

CBS Class B common stock

1,796

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 27.89

06/01/2006

636,719 ⁽³⁾

⁽⁴⁾

07/01/2014

CBS Class B common stock

636,719

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 27.89

06/01/2006

1,273,438 ⁽³⁾

⁽⁵⁾

07/01/2014

CBS Class B common stock

1,273,438

⁽³⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 28.99

06/01/2006

258 ⁽³⁾

⁽⁴⁾

03/31/2009

CBS Class B common stock

258

⁽³⁾

By Spouse

Employee Stock Option (right to buy) ⁽²⁾

$ 41.05

06/01/2006

426 ⁽³⁾

⁽⁴⁾

04/01/2010

CBS Class B common stock

426

⁽³⁾

By Spouse

Employee Stock Option (right to buy) ⁽²⁾

$ 33.9

06/01/2006

620 ⁽³⁾

⁽⁴⁾

04/01/2011

CBS Class B common stock

620

⁽³⁾

By Spouse

Employee Stock Option (right to buy) ⁽²⁾

$ 37.41

06/01/2006

588 ⁽³⁾

⁽⁴⁾

03/30/2012

CBS Class B common stock

588

⁽³⁾

By Spouse

Employee Stock Option (right to buy) ⁽²⁾

$ 29.69

06/01/2006

1,263 ⁽³⁾

⁽⁴⁾

03/28/2013

CBS Class B common stock

1,263

⁽³⁾

By Spouse

Employee Stock Option (right to buy) ⁽²⁾

$ 30.63

06/01/2006

1,305 ⁽³⁾

04/01/2007

03/31/2014

CBS Class B common stock

1,305

⁽³⁾

By Spouse

Employee Stock Option (right to buy) ⁽²⁾

$ 27.38

06/01/2006

1,644 ⁽³⁾

04/01/2008

03/31/2015

CBS Class B common stock

1,644

⁽³⁾

By Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOONVES LESLIE 51 WEST 52ND STREET NEW YORK, NY 10019	X		President & CEO

Signatures

/s/ Moonves, Leslie		06/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Acquired pursuant to a voluntary exchange offer pursuant to which the Issuer offered eligible employees the voluntary opportunity to exchange their employee stock options for Restricted Shares of CBS Class B Common Stock (the Restricted Shares). The average of the closing price of the CBS Class B Common Stock on the New York Stock Exchange for the five consecutive trading days ending on April 26, 2006 which was the fifth trading day before the date of commencement of the voluntary exchange offer was $24.9340. The number of Restricted Shares received was calculated by dividing (a) 75 percent of the attributed valued of the tendered options by (b) $24.9340. The Restricted Shares received in the voluntary exchange offer will vest in two fifty percent installments on June 1, 2008 and June 1, 2009.
(2)	Right to buy under Issuer's long term incentive plan.
(3)	Disposed of pursuant to a voluntary exchange offer pursuant to which the Issuer offered eligible employees the voluntary opportunity to exchange their employee stock options for Restricted Shares of CBS Class B Common Stock.
(4)	Current.
(5)	Approximately one-quarter of these options are currently exercisable; the other three-quarters of these options were scheduled to vest in three equal annual installments beginning on July 1, 2006.

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