UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                  SCHEDULE TO-C

            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                 --------------
                                 CBS CORPORATION
                       (Name of Subject Company (Issuer))
                                 --------------

                                 CBS CORPORATION
                   (Name of Filing Person-Issuer and Offeror)

      Options to Purchase Class B Common Stock, Par Value $0.001 Per Share
                         (Title of Class of Securities)

                                    124857202
                      (CUSIP Number of Class of Securities)

                                Louis J. Briskman
                  Executive Vice President and General Counsel
                                 CBS Corporation

                               51 West 52nd Street
                            New York, New York 10019
                                 (212) 975-4321
                     (Name, address and telephone number of
                      person authorized to receive notices
                         and communications on behalf of
                                 filing person)
                                 --------------
                                    Copy to:
                            Linda E. Rappaport, Esq.
                             Shearman & Sterling LLP
                              599 Lexington Avenue
                            New York, New York 10022
                                 (212) 848-4000

                            Calculation of Filing Fee
     Transaction valuation                              Amount of filing fee
---------------------------------                 ------------------------------

        Not applicable*                                    Not applicable*

       *A filing fee is not required in connection with this filing as it
          relates solely to preliminary communications made before the
                        commencement of a tender offer.


[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.

               Amount Previously Paid:  Not applicable
                                      ------------------------------
               Form or Registration No.:  Not applicable
                                        ----------------------------
               Filing Party:  Not applicable
                            ----------------------------------------
               Date Filed:  Not applicable
                          ------------------------------------------

[ ] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.




Check the appropriate boxes below to designate any transactions to which the
statement relates:

              [ ]  third-party tender offer subject to Rule 14d-1.
              [X]  issuer tender offer subject to Rule 13e-4.
              [ ]  going-private transaction subject to Rule 13e-3.
              [ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]


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                                  EXHIBIT INDEX

Exhibit
No.
-------

99.1    Letter to U.S. Employees Holding Options, dated April 27, 2006.

99.2    Letter to International Employees Holding Options, dated April 27, 2006.







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