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                                  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): JANUARY 26, 2006


                                 CBS CORPORATION
             (Exact name of registrant as specified in its charter)


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

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SECTION 8     OTHER EVENTS

ITEM 8.01     OTHER EVENTS.

              On January 26, 2006, CBS Corporation (the "Company") announced
that it intends to divest its Paramount Parks division. The Company expects to
complete the divestiture in the second half of 2006.


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
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      99            Press release of the Company, dated January 26, 2006,
                    announcing that it intends to divest its Paramount Parks
                    division.























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                                    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
                                        (Registrant)

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

Date: January 27, 2006






















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                                  EXHIBIT INDEX



Exhibit Number     Description of Exhibit
- --------------     ----------------------

      99           Press release of the Company, dated January 26, 2006,
                   announcing that it intends to divest its Paramount Parks
                   division.



























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                                                                     Exhibit 99

CBS
CORPORATION

                                                              January 26, 2006


                    CBS CORPORATION TO DIVEST PARAMOUNT PARKS


         The CBS Corporation (NYSE: CBS.A and CBS) announced today it intends to
divest its Paramount Parks division. The Company indicated that numerous parties
have already expressed interest in acquiring the operation, and CBS Corporation
expects to complete the divestiture in the second half of 2006.

         Paramount Parks -- which had more than 12 million visitors in 2005 --
will remain in full operation throughout the divestiture process as it embarks
on what's expected to be another successful year.

         Paramount Parks is a leading developer and operator of world-class
theme parks and location-based attractions, entertaining more than 12 million
guests annually. The division currently owns and operates five of the most
popular theme parks in North America, including Paramount Canada's Wonderland
(Toronto, Ontario); Paramount's Carowinds (Charlotte, N.C.); Paramount's Great
America (Santa Clara, Calif.); Paramount's Kings Dominion (Richmond, Va.); and
Paramount's Kings Island (Cincinnati, Ohio). The division also developed and
manages the award-winning STAR TREK: The Experience at the Las Vegas Hilton (Las
Vegas, Nev.) and manages Bonfante Gardens horticultural theme park (Gilroy,
Calif.) and CBS Television City at the MGM Grand Hotel & Casino (Las Vegas,
Nev.).

         CBS Corporation (NYSE: CBS.A and CBS) is a mass media company with
constituent parts that reach back to the beginnings of the broadcast industry,
as well as newer businesses that operate on the leading edge of the media
industry. The Company, through its many and varied operations, combines broad
reach with well-positioned local businesses, all of which provide it with an
extensive distribution network by which it serves audiences and advertisers in
all 50 states and key international markets. It has operations in virtually
every field of media and entertainment, including broadcast television (CBS and
UPN), cable television (Showtime), local television (CBS Television Stations),
television production and syndication (CBS Paramount Television and King World),
radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing
(Simon & Schuster), theme parks (Paramount Parks), digital media (CBS Digital
Media Group and CSTV Networks) and consumer products (CBS Consumer Products).
For more information, log on to www.cbscorporation.com.
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Press Contact:
       Dana McClintock             212/975-1077            dlmcclintock@cbs.com
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