Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Franks Martin D
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2005
3. Issuer Name and Ticker or Trading Symbol
CBS CORP [CBS, CBS.A]
(Last)
(First)
(Middle)
51 WEST 52ND STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Planning, Policy&Gov Rels
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 3,518
I
By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Class B Phantom Common Stock Units   (1)   (1) CBS Class B common stock 143 $ (1) D  
Class B Phantom Common Stock Units   (2)   (2) CBS Class B common stock 934 $ (2) D  
Employee Stock Option (right to buy) (3)   (4) 03/31/2009 CBS Class B common stock 1,655 $ 28.9924 D  
Employee Stock Option (right to buy) (3)   (4) 01/25/2010 CBS Class B common stock 138,168 $ 44.1875 D  
Employee Stock Option (right to buy) (3)   (4) 04/01/2010 CBS Class B common stock 1,169 $ 41.0464 D  
Employee Stock Option (right to buy) (3)   (4) 01/31/2011 CBS Class B common stock 63,671 $ 43.3473 D  
Employee Stock Option (right to buy) (3)   (4) 04/01/2011 CBS Class B common stock 1,622 $ 33.8965 D  
Employee Stock Option (right to buy) (3)   (4) 01/30/2012 CBS Class B common stock 63,671 $ 31.0184 D  
Employee Stock Option (right to buy) (3)   (4) 03/30/2012 CBS Class B common stock 1,470 $ 37.4067 D  
Employee Stock Option (right to buy) (3)   (5) 01/26/2013 CBS Class B common stock 44,570 $ 29.3537 D  
Employee Stock Option (right to buy) (3)   (4) 01/29/2013 CBS Class B common stock 63,671 $ 30.8849 D  
Employee Stock Option (right to buy) (3) 04/01/2006 03/28/2013 CBS Class B common stock 1,852 $ 29.6913 D  
Employee Stock Option (right to buy) (3)   (4) 01/28/2014 CBS Class B common stock 63,671 $ 31.7173 D  
Employee Stock Option (right to buy) (3) 04/01/2007 03/31/2014 CBS Class B common stock 1,795 $ 30.6337 D  
Employee Stock Option (right to buy) (3) 04/01/2008 03/31/2015 CBS Class B common stock 2,008 $ 27.3826 D  
Restricted Share Units   (6)   (6) CBS Class B common stock 7,958 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Franks Martin D
51 WEST 52ND STREET
NEW YORK, NY 10019
      EVP, Planning, Policy&Gov Rels  

Signatures

/s/ Franks, Martin D. 01/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the CBS Supplemental Employee Investment Fund. Each Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock.
(2) Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Issuer's Excess 401(k) Plan for Designated Senior Executives. Each CBS Corporation Class A Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class A common stock and each CBS Corporation Class B Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock.
(3) Right to buy under Issuer's long term incentive plan.
(4) Current.
(5) These options vest in four equal annual installments beginning on January 26, 2006.
(6) The Restricted Share Units will vest in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of the Issuer's shares upon vesting.

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