UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 23, 2006

CBS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware 001-09553 04-2949533
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

  51 West 52nd Street, New York, New York 10019  
  (Address of principal executive offices) (zip code)  

Registrant’s telephone number, including area code: (212) 975-4321

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 8    Other Events

Item 8.01    Other Events.

On May 23, 2006, CBS Corporation (the ‘‘Company’’) announced that it will explore the divestiture of its radio stations in ten markets: Austin, Buffalo, Cincinnati, Columbus, Fresno, Greensboro-Winston/Salem, Kansas City, Memphis, Rochester and San Antonio. The Company has previously stated its intent to sell certain smaller market stations in order to maximize performance of the radio division overall.

Section 9    Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(c) Exhibits.    The following Exhibit is filed as part of this Report on Form 8-K:


Exhibit Number Description of Exhibit
            99 Press release of the Company, dated May 23, 2006, announcing that it will explore the divestiture of its radio stations in ten markets.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  CBS CORPORATION
  By: /s/ Louis J. Briskman
    Name:    Louis J. Briskman
Title:       Executive Vice President and
                General Counsel

Date: May 23, 2006




Exhibit Index


Exhibit Number Description of Exhibit
            99 Press release of the Company, dated May 23, 2006, announcing that it will explore the divestiture of its radio stations in ten markets.