<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 1997
Registration Statement No. 33-51298
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
WESTINGHOUSE ELECTRIC CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 25-0877540
(State of incorporation) (I.R.S. Employer
Identification No.)
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222 (412) 244-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Angeline C. Straka, Esquire
Vice President, Secretary and
Associate General Counsel
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222 (412) 244-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
THIS POST-EFFECTIVE AMENDMENT NO. 1, FILED BY WESTINGHOUSE ELECTRIC
CORPORATION (THE "COMPANY"), AMENDS THE REGISTRATION STATEMENT ON FORM S-3
(REGISTRATION NO. 33-51298) FILED BY THE COMPANY ON AUGUST 26, 1992 WITH RESPECT
TO AN ISSUANCE OF DEBT SECURITIES, BY DEREGISTERING THE REMAINING $400,000,000.
TITLE OF CLASS SECURITIES AMOUNT AMOUNT
REGISTERED REGISTERED BRING DEREGISTERED
- ------------------------- ---------- ------------------
Debt Securities $1,000,000,000 $400,000,000
<PAGE> 2
DEREGISTRATION
The Company hereby deregisters $400,000,000 of debt securities which were
not issued and were registered under a Registration Statement on Form S-3
(Registration No. 33-51298) filed by the Company on August 26, 1992.
EXHIBITS
Exhibit No. Description
----------- -----------
24 Powers of Attorney
- 2 -
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, on October 20, 1997.
WESTINGHOUSE ELECTRIC CORPORATION
By: /s/ LOUIS J. BRISKMAN
-----------------------------------------
Louis J. Briskman
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on October 20, 1997.
<TABLE>
<CAPTION>
Signatures Title
<S> <C>
* Chairman and Chief Executive Officer
- --------------------------------- (principal executive officer)
(Michael H. Jordan) and Director
*
- --------------------------------- Director
(Gary M. Clark)
*
- --------------------------------- Director
(Frank C. Carlucci)
*
- --------------------------------- Director
(Robert E. Cawthorn)
*
- --------------------------------- Director
(George H. Conrades)
*
- --------------------------------- Director
(William H. Gray III)
*
- --------------------------------- Director
(Mel Karmazin)
</TABLE>
- 3 -
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
*
- --------------------------------- Director
(David K.P. Li)
*
- --------------------------------- Director
(David T. McLaughlin)
*
- --------------------------------- Director
(Richard R. Pivirotto)
* Vice President and Chief
- --------------------------------- Accounting Officer
(Carol V. Savage) (principal accounting officer)
*
- --------------------------------- Director
(Raymond W. Smith)
*
- --------------------------------- Director
(Paula Stern)
*
- --------------------------------- Director
(Robert D. Walter)
* Executive Vice President and Chief
- --------------------------------- Financial Officer
(Fredric G. Reynolds) (principal financial officer and
principal accounting officer)
* By Power of Attorney
</TABLE>
*By /s/ LOUIS J. BRISKMAN
------------------------------
Louis J. Briskman
Attorney-In-Fact
- 4 -
<PAGE> 5
Exhibit Index
-------------
Exhibit No. Description Page
- ----------- ----------- ----
24 Powers of Attorney 6
- 5 -
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ MICHAEL H. JORDAN
-----------------------------------
<PAGE> 2
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 29th day of September, 1997.
/s/ FRANK C. CARLUCCI
-----------------------------------
<PAGE> 3
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ ROBERT E. CAWTHORN
-----------------------------------
<PAGE> 4
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 24th day of September, 1997.
/s/ GARY M. CLARK
-----------------------------------
<PAGE> 5
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ GEORGE H. CONRADES
-----------------------------------
<PAGE> 6
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ WILLIAM H. GRAY III
-----------------------------------
<PAGE> 7
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ MEL KARMAZIN
-----------------------------------
<PAGE> 8
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ DAVID K. P. LI
-----------------------------------
<PAGE> 9
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ DAVID T. McLAUGHLIN
-----------------------------------
<PAGE> 10
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ RICHARD R. PIVIROTTO
-----------------------------------
<PAGE> 11
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ RAYMOND W. SMITH
-----------------------------------
<PAGE> 12
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 24th day of September, 1997.
/s/ PAULA STERN
-----------------------------------
<PAGE> 13
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ ROBERT D. WALTER
-----------------------------------
<PAGE> 14
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ FREDRIC G. REYNOLDS
-----------------------------------
<PAGE> 15
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation ("Westinghouse"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment (the "Amendment") to Registration Statement No. 33-51298 on Form S-3
originally filed by Westinghouse on August 26, 1992 with respect to the issuance
of debt securities, to deregister the remaining $400,000,000 of said debt
securities, hereby constitutes and appoints Michael H. Jordan, Fredric G.
Reynolds, Carol V. Savage and Louis J. Briskman, his/her true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, his/her true and lawful attorney-in-fact and agent, for him/her and
in his/her name, place and stead, in any and all capacities, to sign said
Amendment, and any and all amendments thereto, with power where appropriate to
affix the corporate seal of Westinghouse thereto and to attest said seal, and to
file said Amendment and each such amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 8th day of October, 1997.
/s/ CAROL V. SAVAGE
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