As filed with the Securities and Exchange Commission on April 7, 1999

Registration Statement No. 333-

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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CBS 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.)

51 West 52nd Street
New York, New York 10019
(Address of Registrant's principal executive offices, including zip code)

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

ANGELINE C. STRAKA
Vice President, Secretary and Deputy General Counsel
51 West 52nd Street
New York, New York 10019
(Name and address of agent for service)
(212) 975-3335
(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. . . 3,000,000 $40.9375 $122,812,500 $34,141.88

Preferred
Stock Purchase
Rights . . . . . . . 3,000,000 (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 the New York Stock Exchange
Composite Tape on March 31, 1999.

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

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, each as filed by CBS 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, 1998.

(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 April 7, 1999, Angeline C. Straka, Vice President, Secretary
and Deputy General Counsel of the Company, who has given an opinion as to the
legality of the securities being registered hereunder, held options to purchase
162,075 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.

Item 8. Exhibits

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

4.1 Restated Articles of Incorporation of the Company as amended
to December 11, 1997 are incorporated by reference to Exhibit
3(b) to the Company's Form 10-K for the year ended December
31, 1997.

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4.2 By-laws of the Company, as amended to March 11, 1999 is
incorporated by reference to Exhibit 3(b) to the Company's
Form 10-K for the year ended December 31, 1998.

4.3 Rights Agreement is incorporated by reference to Exhibit 1 to
Form 8-A filed on January 9, 1996.

4.4 1991 Long-Term Incentive Plan of the Company, as amended to
April 1, 1999.

5 Opinion of Angeline C. Straka, Vice President, Secretary and
Deputy 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 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, CBS 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 New York, State of New York, on the
7th day of April, 1999.

CBS Corporation

By: /s/ ANGELINE C. STRAKA
-------------------------------
Angeline C. Straka
Vice President, Secretary and
Deputy General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 7th day
of April, 1999, in the capacities indicated:

Signature Title

* President and
Chief Executive Officer
- --------------------------------- (principal executive officer)
(Mel Karmazin) and Director

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

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* Vice President and Controller
- --------------------------------- (principal accounting officer)
(Robert G. Freedline)

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

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

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

*
- --------------------------------- Director
(Martin C. Dickinson)

*
- --------------------------------- Director
(Jan Leschly)

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

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

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

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

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

*By /s/ ANGELINE C. STRAKA
-----------------------
Angeline C. Straka
Attorney-In-Fact

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

4.1 Restated Articles of Incorporation of the Company as amended
to December 11, 1997 are incorporated by reference to Exhibit
3(b) to the Company's Form 10-K for the year ended December
31, 1997.

4.2 By-laws of the Company, as amended to March 11, 1999 are
incorporated by reference to Exhibit 3(b) to the Company's
Form 10-K for the year ended December 31, 1998.

4.3 Rights Agreement is incorporated by reference to Exhibit 1 to
Form 8-A filed on January 9, 1996.

4.4 1991 Long-Term Incentive Plan of the Company, as amended to
April 1, 1999.

5 Opinion of Angeline C. Straka, Vice President, Secretary and
Deputy 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 LLP.

24 Powers of Attorney.

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