SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Goldberg Leonard (Last) (First) (Middle) 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2007	3. Issuer Name and Ticker or Trading Symbol CBS CORP [ CBS, CBS.A ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	5,000	I	By Trust(1)

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: 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

Explanation of Responses:

1. These shares are held in a revocable trust of which reporting person and his spouse are co-trustees and co-beneficiaries.

Remarks:

	/s/ Goldberg, Leonard	02/01/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints
Louis J. Briskman and Angeline C. Straka, and each of them
singly, the undersigned's true and lawful attorney-in-fact
to execute and file for and on behalf of the undersigned
(i) any reports on Forms 3, 4 and 5 (including any amendments
thereto and any successors to such Forms) with respect to ownership
of securities of CBS Corporation (the "Company"), that the
undersigned may be required to file with the U.S. Securities and
Exchange Commission in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and
(ii) any other documents necessary or appropriate to obtain
codes and passwords enabling  the undersigned to file such
reports electronically.

      The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.  The Company will use all reasonable efforts to apprise
the undersigned of applicable filing requirements for Section 16 purposes.

      This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.  This Power of Attorney
revokes and replaces any prior Power of Attorney executed by the
undersigned with respect to the ownership of securities of the Company.

      IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 30th day of January 2007.


               Signature: /s/ Leonard Goldberg
                         ----------------------
               Print Name:  Leonard Goldberg