SEC Filing - Paramount

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SEC FORM 3 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^*

SALERNO FREDERIC V

(Last)

(First)

(Middle)

51 WEST 52ND STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2007

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	5,188	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Class A Common Stock Units⁽¹⁾	⁽¹⁾	⁽¹⁾	CBS Class A common stock	7,918	⁽¹⁾	D
Phantom Class B Common Stock Units⁽¹⁾	⁽¹⁾	⁽¹⁾	CBS Class B common stock	7,946	⁽¹⁾	D

Explanation of Responses:

1. These Phantom Common Stock Units relate to amounts deferred prior to the separation of the Issuer and Viacom Inc. (VI) and are held in an account in Mr. Salerno?s name at VI. These units will pay out in cash according to the terms of the deferred compensation plan for outside directors under which these units were issued. The Issuer is not the obligor of these amounts.

Remarks:

	By: /s/ Angeline C. Straka, Attorney-in-fact	05/24/2007
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

    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 23rd day of May 2007.




Signature:    /s/ Frederic V. Salerno
	      --------------------------
Print Name:    Frederic V. Salerno