FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * REDSTONE SUMNER M   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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 51 WEST 52ND STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2010 (Street) NEW YORK, NY 10019 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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 CBS Class A Common Stock 05/11/2010   C(1)   366,900 D (1) 40,627,041 I By NAIRI, Inc. (2) CBS Class B Common Stock 05/11/2010   C(1)   366,900 A (1) 366,900 I By NAIRI, Inc. (2) CBS Class B Common Stock 05/11/2010   G V 366,900 D (3) 0 I By NAIRI, Inc. (2) CBS Class A Common Stock               40 D   CBS Class B Common Stock               568,362 D   CBS Class B Common Stock               32 I By 401(k)

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
REDSTONE SUMNER M 51 WEST 52ND STREET NEW YORK, NY 10019	X	X	Executive Chairman
NAIRI INC 846 UNIVERSITY AVENUE NORWOOD, MA 02062-2631	X	X
NATIONAL AMUSEMENTS INC /MD/ 846 UNIVERSITY AVENUE NORWOOD, MA 02062-2631	X	X

Signatures

/s/ Angeline Straka, Attorney-in-Fact for Sumner M. Redstone		05/13/2010
**Signature of Reporting Person		Date
NAIRI INC, By: /s/ Richard J. Sherman, Vice President		05/13/2010
**Signature of Reporting Person		Date
National Amusements Inc, By: /s/ Richard J. Sherman, Vice President		05/13/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares of Class A Common Stock were converted to shares of Class B Common Stock on a one-to-one basis for no consideration pursuant to the terms of the Class A Common Stock under the Issuer's Amended and Restated Certificate of Incorporation.
(2)	These securities are owned directly by NAIRI, Inc. (NAIRI) but may also be deemed to be beneficially owned by (1) NAIRI's parent corporation, National Amusements Inc. (NAI) and (2) Sumner M. Redstone, who is the controlling stockholder of NAI.
(3)	Bona fide gifts by the Reporting Person for no consideration.

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