UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.1)
Under the Securities Exchange Act of 1934
WESTINGHOUSE ELECTRIC CORPORATION
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
960402105000
(CUSIP Number)
Karen C. Manson
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
(212) 526-1936
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
December 31, 1996
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7). NOT APPLICABLE.
<PAGE>
CUSIP No.
960402105000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Inc.
13-2518466
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
26,429,215
8) Shared Voting Power
-0-
9) Sole Dispositive Power
26,429,215
10) Shared Dispositive Power
700
11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,429,915
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
4.34%
14) Type of Reporting Person
BD/CO
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 31, 1996
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President and
Secretary
