CBS INC
15-15D, 1995-11-24
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM 15

Certification and Notice of Termination of Registration under Section
12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to
File Reports Under Section 13 and 15(d) of the Securities Exchange Act
of 1934.

                        Commission File Number 1-2931

                                   CBS Inc.

            (Exact name of registrant as specified in its charter)

                             51 West 52 Street
                          New York, New York 10019
                                (212) 975-4321

(Address, including zip code, and telephone number, including area 
code, of registrant's principal executive offices)


                   Common Stock, par value $2.50 per share

           (Title of each class of Securities covered by this Form)




     (Titles of all other classes of securities for which a duty to file
                reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
reports:

      Rule 12g-4(a)(1)(i)  [X]     Rule 12h-3(b)(1)(i)   [X]
      Rule 12g-4(a)(1)(ii) [ ]     Rule 12h-3(b)(1)(ii)  [ ]
      Rule 12g-4(a)(2)(i)  [ ]     Rule 12h-3(b)(2)(i)   [ ]
      Rule 12g-4(a)(2)(ii) [ ]     Rule 12h-3(b)(2)(ii)  [ ]
                                   Rule 15d-6            [X]

Approximate number of holders of record as of the certification or notice
date:    1     

Pursuant to the requirements of the Securities Exchange Act of 1934 CBS
Inc. has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.


      Date: November 24, 1995              By: s/Ellen O. Kaden
                                                 Ellen O. Kaden
                                        Executive Vice President, General
                                              Counsel and Secretary




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