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

      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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