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* Byrnes David F. (Last) (First) (Middle) 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/20/2019	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) SVP, Controller and CAO	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	1,150	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units(1)	02/18/2020(2)	(2)	CBS Class B common stock	1,092	(2)	D
Restricted Share Units(1)	02/22/2019(3)	(3)	CBS Class B common stock	3,681	(3)	D
Restricted Share Units(1)	02/23/2019(4)	(4)	CBS Class B common stock	2,262	(4)	D

Explanation of Responses:

1. Granted under the Issuer's long term incentive plan.

2. These Restricted Share Units vest on February 18, 2020 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

3. These Restricted Share Units vest in four equal annual installments beginning on February 22, 2019 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

4. These Restricted Share Units vest in three annual installments beginning on February 23, 2018 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

Remarks:

dbyrnes-ex24.txt

	/s/ David F. Byrnes	02/25/2019
	** 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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                       CBS CORPORATION

                     POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a director
and/or officer of CBS Corporation, a Delaware corporation (the "Company"),
hereby constitute and appoint Lawrence P. Tu, Jonathan Anschell, Matthew D.
Morgeson and Kimberly D. Pittman, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the other, for me and in my name, place and stead, in any and all capacities, to
  execute and file for and on behalf of the undersigned (i) any reports on Forms
  3, 4 and 5 (including any amendments thereto and any successors to such Forms)
  with respect to ownership of securities of the Company, that the undersigned
may be required to file with the U.S. Securities and Exchange Commission in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder and (ii) any other documents necessary or appropriate to obtain
  codes and passwords enabling  the undersigned to file such reports
electronically.

       The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
  with Section 16 of the Securities Exchange Act of 1934.  The Company will use
all reasonable efforts to apprise the undersigned of applicable filing
requirements for Section 16 purposes.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.  This Power of Attorney also serves to revoke and
replace as of the date hereof, any prior Power of Attorney executed by the
undersigned with respect to the ownership of securities of the Company.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15th day of February, 2019.


                             Signature: /s/ David Byrnes

                             Print Name: David Byrnes