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[CBS LETTERHEAD]
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, DC 20549
Phone: 202-551-3810
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Form 10-K for Fiscal Year Ended December 31, 2011
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Filed February 23, 2012
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File No. 001-09553
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Dear Mr. Spirgel:
On behalf of CBS Corporation (“CBS” or the “Company”), and in connection with the letter dated June 12, 2012 and addressed to your attention from Stephen T. Giove of Shearman & Sterling LLP, which sets forth our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received in your letter dated May 29, 2012 concerning the Company’s Form 10-K for the fiscal year ended December 31, 2011, the Company hereby acknowledges that:
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the Company is responsible for the adequacy and accuracy of the disclosure in the filings;
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Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and
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the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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| Page 2 | June 12, 2012 |
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If you have any questions concerning the matters referred to in this letter, please call Stephen T. Giove at Shearman & Sterling LLP at (212) 848-7325.
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Sincerely,
/s/ Joseph R. Ianniello
Joseph R. Ianniello
Executive Vice President and
Chief Financial Officer
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cc:
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Leslie Moonves, President and Chief Executive Officer
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Gary L. Countryman, Chair of the Audit Committee
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Louis J. Briskman, Executive Vice President and General Counsel
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Lawrence Liding, Senior Vice President, Controller and Chief Accounting Officer
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Stefanie Kane, PricewaterhouseCoopers LLP
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Kathryn Jacobson, Securities and Exchange Commission
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Dean Suehiro, Securities and Exchange Commission
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Jessica Plowgian, Securities and Exchange Commission
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