Edgar Filing: Franks Martin D

Ownership Submission

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, 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 ^*

Â Franks Martin D

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]

(Last)

(First)

(Middle)

51 WEST 52ND STREET

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Planning, Policy&Gov Rels

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

(Street)

NEW YORK,Â NYÂ 10019

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 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	3,518	I	By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Phantom Common Stock Units	Â ⁽¹⁾	Â ⁽¹⁾	CBS Class B common stock	143	$ ⁽¹⁾	D	Â
Class B Phantom Common Stock Units	Â ⁽²⁾	Â ⁽²⁾	CBS Class B common stock	934	$ ⁽²⁾	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	03/31/2009	CBS Class B common stock	1,655	$ 28.9924	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	01/25/2010	CBS Class B common stock	138,168	$ 44.1875	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	04/01/2010	CBS Class B common stock	1,169	$ 41.0464	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	01/31/2011	CBS Class B common stock	63,671	$ 43.3473	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	04/01/2011	CBS Class B common stock	1,622	$ 33.8965	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	01/30/2012	CBS Class B common stock	63,671	$ 31.0184	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	03/30/2012	CBS Class B common stock	1,470	$ 37.4067	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁵⁾	01/26/2013	CBS Class B common stock	44,570	$ 29.3537	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	01/29/2013	CBS Class B common stock	63,671	$ 30.8849	D	Â
Employee Stock Option (right to buy) ⁽³⁾	04/01/2006	03/28/2013	CBS Class B common stock	1,852	$ 29.6913	D	Â
Employee Stock Option (right to buy) ⁽³⁾	Â ⁽⁴⁾	01/28/2014	CBS Class B common stock	63,671	$ 31.7173	D	Â
Employee Stock Option (right to buy) ⁽³⁾	04/01/2007	03/31/2014	CBS Class B common stock	1,795	$ 30.6337	D	Â
Employee Stock Option (right to buy) ⁽³⁾	04/01/2008	03/31/2015	CBS Class B common stock	2,008	$ 27.3826	D	Â
Restricted Share Units	Â ⁽⁶⁾	Â ⁽⁶⁾	CBS Class B common stock	7,958	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Franks Martin D 51 WEST 52ND STREET NEW YORK,Â NYÂ 10019	Â	Â	Â EVP, Planning, Policy&Gov Rels	Â

Signatures

/s/ Franks, Martin D.		01/10/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the CBS Supplemental Employee Investment Fund. Each Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock.
(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)	These options vest in four equal annual installments beginning on January 26, 2006.
(6)	The Restricted Share Units will vest in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of the Issuer's shares upon vesting.

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