1

                                                                Exhibit 99.1
        PLEASE MARK YOUR
[ X ]   VOTES IN THIS
        MANNER.

The shares represented by this proxy card will be voted as specified below, but 
if no specification is made they will be voted FOR items 1 and 2, and at the 
discretion of the proxies on any other manner that may properly come before 
the meeting.
- --------------------------------------------------------------------------------
          THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- --------------------------------------------------------------------------------

                                                                                
                        FOR     AGAINST     ABSTAIN                              FOR     AGAINST     ABSTAIN
1.  Amendment          [   ]     [   ]       [   ]          2. Issuance of      [    ]    [   ]       [   ] 
    to Restated                                                Common Stock
    Articles of                                                Pursuant to
    Incorporation                                              Merger
    to Increase                                                Agreement
    Number of
    Authorized
    Shares of
    Common Stock



                              If you plan to attend the Special Meeting,      
                              please check this box.                     [   ]

                              Change of Address (on reverse)             [   ]

- --------------------------------------------------------------------------------

SIGNATURE (S)_______________________________________  DATE______________________

NOTE:  Please sign exactly as name appears hereon. Joint owners should each 
       sign. When signing as attorney, executor, administrator, trustee or 
       guardian, please give full title as such.


                             Detach Proxy Card here

                                ----------------
                                ADMISSION TICKET
                                ----------------


                                SPECIAL MEETING
                                       OF
                                SHAREHOLDERS OF
                       WESTINGHOUSE ELECTRIC CORPORATION

                                     , 1996
                                      A.M.

- --------------------------------------------------------------------------------
   2


PROXY


                       WESTINGHOUSE ELECTRIC CORPORATION

                 PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
            SPECIAL MEETING OF SHAREHOLDERS, _________________, 1996
                 (See Proxy Statement for discussion of items)


Michael H. Jordan, Fredric G. Reynolds and Louis J. Briskman, and each of them, 
jointly and severally, proxies, with power of substitution, to vote all 
shares of common stock which the undersigned is entitled to vote on all 
matters which may properly come before the Special Meeting of Shareholders
of Westinghouse Electric Corporation on ___________________________, 1996,
or any adjournment thereof. If you are a participant in the Westinghouse 
Savings Program or the Westinghouse de Puerto Rico Retirement Savings Plan, 
this proxy card will also constitute voting instructions to the Trustees 
under these plans.


                                       (change of address)


                                       -----------------------------------------

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                                       -----------------------------------------
                                       (If you have written in the above space,
                                       please mark the corresponding box on
                                       the reverse side of this card)


YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON 
THE REVERSE SIDE. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND 
RETURN THIS PROXY CARD.

                                                              ----------------
                                                              SEE REVERSE SIDE
                                                              ----------------