As filed with the Securities and Exchange Commission on March 20, 1997

Registration Statement No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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Westinghouse Electric Corporation
(Exact name of Registrant as specified in its charter)

Pennsylvania 25-0877540
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Address of Registrant's principal executive offices, including zip code)

Westinghouse Electric Corporation
1991 Long-Term Incentive Plan
(Full title of the plan)

ANGELINE C. STRAKA
Vice President, Secretary and Associate General Counsel
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 244-2300
(Telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE

Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee(1)

Common
Stock,
par value
$1.00 per
share. . . 6,000,000 shares $18.875 $113,250,000 $34,318.15

Preferred
Stock Purchase
Rights. . . 6,000,000 rights (2) (2) (2)

(1) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum
aggregate offering price and the registration fee are based upon the
average of the high and low prices per share of the Registrant's Common
Stock reported on

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the New York Stock Exchange Composite Tape on March 13, 1997.

(2) The Preferred Stock Purchase Rights of Westinghouse are attached to and
trade with the shares of Westinghouse Common Stock being registered hereby.
Value attributable to such Preferred Stock Purchase Rights, if any, is
reflected in the market price of Westinghouse Common Stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, each as filed by Westinghouse Electric
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996.

(b) Description of the Company's Common Stock contained in its
Registration Statement on Form 10 filed pursuant to the Exchange Act on May 15,
1935, as amended or updated pursuant to the Exchange Act.

All documents subsequently filed by the Company pursuant to Sections 13(a)
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all shares
covered hereby have been sold or which deregisters all such shares then
remaining unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the respective date of
filing of each such document. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

As of March 20, 1997, Angeline C. Straka, Vice President, Secretary and
Associate General Counsel of the Company, who has given an opinion as to the
legality of the securities being registered hereunder, held options to purchase
94,075 shares of the Common Stock of the Company.

Item 6. Indemnification of Directors and Officers

The contents of Item 6 of Registration Statement No. 333-12583 are
incorporated herein by reference.

Item 7. Exemption from Registration Claimed

Not applicable.

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Item 8. Exhibits

Exhibit No. Description
---------- -----------

4.1 Restated Articles of Incorporation of the Company as amended to December 13, 1996
(incorporated by reference to Exhibit 4.1 to the Company's Registration Statement
No. 333-13219 on Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on January
2, 1997).
4.2 By-laws of the Company, as amended to September 25, 1996 (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement No. 333-13219 on Form S-4 filed on
October 22, 1996.
4.3 Rights Agreement (incorporated by reference to Exhibit 1 to Form 8-K filed on January 9,
1996)
4.4 1991 Long-Term Incentive Plan of the Company, as amended to January 29, 1997
(incorporated by reference to Exhibit (10)(g) to Form 10-K for the year ended
December 31, 1996).
5 Opinion of Angeline C. Straka, Vice President, Secretary and Associate General Counsel,
as to the legality of the securities being registered.
23.1 Consent of Counsel -- contained in opinion filed as Exhibit 5.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Price Waterhouse LLP.
24 Powers of Attorney.

Item 9. Undertakings

The contents of Item 9 of Registration Statement No. 33-53815 are
incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Westinghouse Electric Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on the 20th day of March, 1997.

Westinghouse Electric Corporation

By: /s/ CAROL V. SAVAGE
-------------------------------------------
Carol V. Savage
Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on March 20,
1997 in the capacities indicated:

Signature Title

* Chairman and Chief Executive Officer
- --------------------------------- (principal executive officer)
(Michael H. Jordan) and Director

* President, Vice Chairman and Director
- --------------------------------
(Gary M. Clark)

* Executive Vice President and Chief
- -------------------------------- Financial Officer
(Fredric G. Reynolds) (principal financial officer)

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/s/ Carol V. Savage
- --------------------------------- Vice President and Chief Accounting
(Carol V. Savage) Officer (principal accounting officer)

*
- --------------------------------- Director
(Frank C. Carlucci)

*
- --------------------------------- Director
(Robert E. Cawthorn)

*
- --------------------------------- Director
(George H. Conrades)

*
- --------------------------------- Director
(William H. Gray III)

*
- --------------------------------- Director
(Mel Karmazin)

*
- --------------------------------- Director
(David K. P. Li)

*
- --------------------------------- Director
(David T. McLaughlin)

*
- --------------------------------- Director
(Richard R. Pivorotto)

*
- --------------------------------- Director
(Raymond W. Smith)

*
- --------------------------------- Director
(Paula Stern)

*
- --------------------------------- Director
(Robert D. Walter)

*By /s/ CAROL V. SAVAGE
-----------------------
Carol V. Savage
Attorney-In-Fact

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EXHIBIT INDEX

Exhibit No. Description Page
---------- ----------- ----

4.1 Restated Articles of Incorporation of the Company, as *
amended to December 13, 1996 (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement
No. 333-13219 on Post-Effective Amendment No. 1 on
Form S-8 to Form S-4 filed on January 2, 1997).

4.2 By-laws of the Company, as amended to September 25, 1996 *
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement No. 333-13219 on Form S-4 filed on
October 22, 1996.

4.3 Rights Agreement (incorporated by reference to Exhibit 1 to *
Form 8-K filed on January 9, 1996)

4.4 1991 Long-Term Incentive Plan of the Company, as amended to *
January 29, 1997 (incorporated by reference to
Exhibit (10)(g) to Form 10-K for the year ended
December 31, 1996).

5 Opinion of Angeline C. Straka, Vice President, Secretary --
and Associate General Counsel, as to the legality of the
securities being registered.

23.1 Consent of Counsel -- contained in opinion filed as --
Exhibit 5.

23.2 Consent of KPMG Peat Marwick LLP. --

23.3 Consent of Price Waterhouse LLP. --

24 Powers of Attorney. --

*Incorporated by reference.

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