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                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

 
Filed by the Registrant  [ X ]  
 
Filed by a Party other than the Registrant  [   ]
 
Check the appropriate box:
 
                                        
[   ]  Preliminary Proxy Statement           [   ]  CONFIDENTIAL, FOR USE OF THE
                                                    COMMISSION ONLY (AS PERMITTED BY RULE
                                                    14A-6(E)(2))
[   ]  Definitive Proxy Statement
[ X ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12



                         WESTINGHOUSE ELECTRIC CORPORATION
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               (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                              
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   (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
 
Payment of filing fee (Check the appropriate box):

[   ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
       Item 22(a)(2) of Schedule 14A.

[   ]  $500 per each party to the controversy pursuant to Exchange Act Rule
       14a-6(i)(3).

[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
       (1) Title of each class of securities to which transaction applies:
                                                                       
           ---------------------------------------------------------------

       (2) Aggregate number of securities to which transaction applies:
 
           ---------------------------------------------------------------

       (3) Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
           filing fee is calculated and state how it was determined):

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       (4) Proposed maximum aggregate value of transaction:
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       (5) Total fee paid:
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[   ]  Fee paid previously with preliminary materials.
 
[   ]  Check box if any part of the fee is offset as provided by Exchange Act 
       Rule 0-11(a)(2) and identify the filing for which the offsetting fee 
       was paid previously. Identify the previous filing by registration 
       statement number, or the Form or Schedule and the date of its filing.

       (1) Amount Previously Paid:
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       (2) Form, Schedule or Registration Statement No.:
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       (3) Filing Party:
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       (4) Date Filed:
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[ X ]  No fee required
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WESTINGHOUSE                                 Louis J. Briskman                            11 Stanwix Street  
ELECTRIC CORPORATION                         Senior Vice President                        Pittsburgh Pennsylvania                
                                             and General Counsel                                        




April 28, 1997

Arthur Loring
Senior Vice President and General Counsel
FMR Co.
82 Devonshire Street
Boston, MA 02109

Dear Mr. Loring:

Pursuant to our recent telephone conversation, this is to confirm that Michael 
Jordan, Chairman and Chief Executive Officer of Westinghouse, has agreed to 
recommend to the Westinghouse Board that the duration of the Westinghouse 
Shareholder Rights Plan be reduced to five years.

Please call me if you have any questions regarding this.

Sincerely yours,

/s/ LOUIS J. BRISKMAN

Louis J. Briskman
Senior Vice President and General Counsel