SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TERRELL FREDERICK

(Last) (First) (Middle)
51 WEST 52ND STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CBS CORP [ CBS, CBS.A ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units(1) (2) 12/18/2018 A 361 02/15/2019(2) (2) CBS Class B common stock 361 (1) 361 D
Explanation of Responses:
1. Granted under the Issuer's Equity Plan for Outside Directors.
2. The Restricted Share Units will vest on February 15, 2019 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting, unless the Reporting Person has elected to defer settlement.
Remarks:
terrell-ex24.txt
/s/ Frederick O. Terrell 12/19/2018
** 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 4 (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).
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                       CBS CORPORATION

                     POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a director 
and/or officer of CBS Corporation, a Delaware corporation (the "Company"), 
hereby constitute and appoint Lawrence P. Tu, Jonathan Anschell, Matthew D. 
Morgeson and Kimberly D. Pittman, and each of them, my true and lawful 
attorneys-in-fact and agents, with full power to act, together or each without 
the other, for me and in my name, place and stead, in any and all capacities, 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 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 attorneys-in-fact, in 
serving in such capacity at the request of the undersigned, are 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 also serves to revoke and 
replace as of the date hereof, 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 11th day of December, 2018.
      
      
                             Signature: /s/ Frederick O. Terrell

                             Print Name: Frederick O. Terrell