CompanyName: CBS Corp.
Public Availability Date: January 28, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

BY OVERNIGHT DELIVERY

January 11, 2008

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: CBS Corporation Shareholder Proposal

Ladies and Gentlemen:

On behalf of CBS Corporation, a Delaware corporation (the "Company"), and in accordance with Rule 14a-8(f) and Rule 14a-8(j) of the Securities Exchange Act of 1934, as amended, we respectfully request the concurrence of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") that it will not recommend any enforcement action to the Commission if the shareholder proposal described below is excluded from the Company's proxy statement and form of proxy (together, the "2008 Proxy Materials") to be distributed to the Company's stockholders in connection with its 2008 annual meeting of stockholders (the "2008 Annual Meeting"). The Company intends to file its definitive 2008 Proxy Materials for the 2008 Annual Meeting with the Commission on or about April 4, 2008, and the Company's 2008 Annual Meeting is scheduled to occur on May 22, 2008.

Background

The Shareholder Proposal

On March 19, 2007, the Company received a shareholder proposal and supporting statement from Richard Allen with respect to the proxy statement and form of proxy (together, the "2007 Proxy Materials") relating to the Company's 2007 annual meeting of stockholders (the "2007 Annual Meeting"). The proposal reads as follows:

"WHEREAS, The CBS Corporation, parent of Simon and Schuster, assumes its companies adhere to ethical practices;

WHEREAS, it has come to our attention that Simon and Schuster, publisher of non-fiction books, including historical accounts, lacks a systematic fact-checking process to assure material errors are not printed by the company and presented as fact;

WHEREAS, it has come to our attention that a Simon and Schuster volume by Jimmy Carter, Palestine: Peace Not Apartheid, contains numerous material errors of fact, prompting extensive public criticism about Simon and Schuster;

RESOLVED, the shareholders request the Board of Directors to institute a department within Simon and Schuster whose task is to screen non-faction manuscripts for factual errors, to protect the reputation and sound functioning of the company against the harm of printing error-filled, non-fiction books."

The 2007 Proxy Materials

The Company responded to Mr. Allen in a letter dated March 21, 2007 to inform him that the deadline for shareholder proposals to be considered for inclusion in the 2007 Proxy Materials relating to the Company's 2007 Annual Meeting was December 15, 2006 and, accordingly, his proposal was not eligible for inclusion in the 2007 Proxy Materials. In a letter to the Staff dated March 29, 2007, a copy of which was sent to Mr. Allen, the Company requested that the Staff concur that the proposal was excludable from the 2007 Proxy Materials because Mr. Allen failed to timely submit the proposal as required by Rule 14a-8(e). In a letter dated April 12, 2007, the Staff granted the Company's request and stated that the Staff would not recommend enforcement action to the Commission if the Company omitted the proposal from the 2007 Proxy Materials in reliance on Rule 14a-8(e)(2).

The 2008 Proxy Materials

Mr. Allen wrote to the Company again regarding his proposal in a letter dated April 16, 2007 which read in relevant part as follows:

"Please take this letter as an official request that if the ruling of the SEC should prevent my proposal from being included in this year's proxy material, that my proposal, which was sent to you under separate cover, be included in the 2008 Annual Meeting materials."

The Company responded to Mr. Allen in a letter dated April 27, 2007 which referred to the eligibility and procedural requirements of Rule 14a-8(b) through (e) and requested, among other things, that Mr. Allen provide documentary evidence of his share ownership within fourteen (14) calendar days of receipt of the letter in accordance with Rule 14a-8(f).

The Company included a copy of Rule 14a-8 for Mr. Allen's reference with the April 27\th/ letter. On April 30, 2007, the Company received a fax from Mr. Allen which attached an account statement from Mr. Allen's brokerage account with American General Securities Incorporated relating to the period from March 1, 2007 through March 31, 2007 as evidence of his share ownership. The account statement indicated that Mr. Allen's account held 100 shares of CBS Corporation Class A common stock that had been acquired on February 28, 2007. The Company responded to Mr. Allen in a letter dated May 4, 2007 in which the Company referred to the requirements of proper evidence of share ownership described in Rule 14a-8(b) and noted specifically that the account statement included with Mr. Allen's April 30\th/ fax did not indicate that he had owned his shares of the Company's Class A common stock for one year prior to April 16, 2007, the date he had requested his proposal be included in the 2008 Proxy Materials. The Company reiterated the request that Mr. Allen provide evidence of share ownership meeting the requirements of Rule 14a-8(b) within fourteen (14) calendar days of receiving the May 4\th/ letter in accordance with Rule 14a-8(f). The Company also noted that if Mr. Allen was not able to provide the required evidence, his proposal would not be considered eligible for inclusion in the 2008 Proxy Materials. As of the date hereof, the Company has not received a response from Mr. Allen to the May 4\th/ letter or any additional information or documentary evidence to indicate that Mr. Allen has owned his shares of CBS Corporation Class A common stock for a period of one year prior to April 16, 2007 as required by Rule 14a-8(b).

A copy of all correspondence referred to above, including the proposal, is attached hereto as Exhibit A.

Discussion

Pursuant to Rule 14a-8(b)(1), a shareholder must have continuously held at least $2,000 in market value, or 1% of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date the proposal is submitted by the shareholder and, pursuant to Rule 14a-8(b)(2)(i), a shareholder seeking to prove eligibility of share ownership through the record holder of the securities must provide a written statement from such record holder (usually a broker or bank) verifying that, at the time the proposal was submitted, the shareholder had continuously held the securities for at least one year.

The Company received Mr. Allen's request that the proposal set forth above be included with the 2008 Proxy Materials in a letter dated April 16, 2007. However, based on the brokerage account statement provided by Mr. Allen to the Company in response to the Company's request for documentary evidence of share ownership, the record holder, American General Securities Incorporated, acquired the shares of CBS Corporation Class A common stock for Mr. Allen's account on February 28, 2007 - less than two months prior to the date he requested that the proposal be included in the 2008 Proxy Materials. In the Company's letter to Mr. Allen dated May 4, 2007, the Company stated very clearly that the brokerage account statement provided by Mr. Allen as evidence of share ownership did not indicate that he had owned his shares of the Company's Class A common stock for one year prior to April 16, 2007, the date he had requested his proposal be included in the 2008 Proxy Materials, and requested that Mr. Allen provide evidence of share ownership meeting the requirements of Rule 14a-8(b) within the fourteen (14) calendar day time period prescribed by Rule 14a-8(f). As noted above, the Company has not received a response from Mr. Allen to this request as of the date hereof. The last day for shareholder proposals to be considered for inclusion with the 2008 Proxy Materials, as calculated in accordance with Rule 14a-8(e)(2) and set forth in the Company's 2007 Proxy Materials pursuant to Rule 14a-5(e), was December 19, 2007.

Conclusion

Based on the foregoing, the Company believes that Mr. Allen's proposal has not satisfied the eligibility and procedural requirements of Rule 14a-8(b) and, therefore, may be omitted from the Company's 2008 Proxy Materials in reliance on Rule 14a-8(f). Accordingly, we respectfully request that the Staff indicate that it will not recommend enforcement action to the Commission if the Company excludes Mr. Allen's proposal from the 2008 Proxy Materials.

In accordance with Rule 14a-8(j), six copies of this letter, including Exhibit A, are enclosed, and a copy of this letter is being sent to Mr. Allen.

If you have any questions regarding this request or if the Staff is unable to concur with the Company's conclusions with respect to the excludability of the proposal without additional information or discussion, the Company respectfully requests the opportunity to confer with members of the Staff prior to the issuance of a written response to this letter. Please do not hesitate to contact the undersigned at (212) 975-5889. Thank you for your consideration.

Very truly yours,

/s/

Angeline C. Straka

cc: Mr. Richard Allen
Louis J. Briskman (CBS Corporation)
Executive Vice President and General Counsel

[APPENDIX 1]

March 19, 2007

Ms. Angeline C. Straka
Secretary
CBS Corporation
51 West 52\nd/ Street
New York, NY 10019
Fax: 212-597-4063

Dear Ms. Straka:

I am the owner of 100 shares of CBS Corporation Class A Stock.

Attached please find my Stockholder Proposal that I wish to have included in the proxy material sent out to all shareholders for the upcoming Annual Meeting.

Please feel free to contact me at the above address or you may call me at Tel: 917-434-3480 with any questions you may have.

Sincerely,

/s/

Richard Allen

RA:1b

Enc:

[APPENDIX 2]

Share-Owner Proposal on Simon and Schuster Instituting Fact-Checking

Mr. Richard Allen, an owner of 100 shares Class A Stock, has furnished the following statement in support of his proposal:

WHEREAS, The CBS Corporation, parent of Simon and Schuster, assumes its companies adhere to ethical practices:

WHEREAS, it has come to our attention that Simon and Schuster, publisher of non-fiction books, including historical accounts, lacks a systematic fact-checking process to assure material errors are not printed by the company and presented as fact:

WHEREAS, it has come to our attention that a Simon and Schuster volume by Jimmy Carter, Palestine: Pence Not Apartheid, contains numerous material errors of fact, prompting extensive public criticism about Simon and Schuster:

RESOLVED, the shareholders request the Board of Directors to institute a department within Simon and Schuster whose task is to screen non-fiction manuscripts for factual errors, to protect the reputation and sound functioning of the company against the harm of printing error-filled, non-fiction books.

Supporting Statement

Numerous commentaries have noted serious errors of historical fact in Palestine: Peace Not Apartheid. Among errors cited are:

& Page 215: "[An option for Israel is] withdrawal to the 1967 border specified in UN Resolution 242 and as promised in the Camp David Accords and the Oslo Agreement..."

Similarly, page 57: "The 1949 armistice demarcation lines became the borders of the new nation of Israel and were accepted by Israel and the United States, and recognized officially by the United Nations."

These statements are inaccurate. The "1949 armistice" lines did not become the "accepted" borders of Israel. Nor did Camp David and Oslo specify a withdrawal to these alleged borders. Moreover, both the language of 242 and its intent, as described by the resolution's drafters, are clear. Britain's Lord Caradon, who introduced the resolution on November 22, 1967, after months of discussion in the wake of the Six Day War, has explicitly emphasized the very opposite of Carter's claims. In February 1973 on Israel Radio he said: "We knew that the boundaries of `67 were not drawn as permanent frontiers; they were a cease-fire line of a couple decades earlier. We did not say the `67 boundaries must be forever."

&Page 190: "The governments of Ariel Sharon and Ehud Olmert have built the fence and wall entirely within Palestinian territory, intruding deeply into the West Bank to encompass Israeli settlement blocs and large areas of other Palestinian land."

According to UN numbers, the path of the barrier under construction adheres to 45% of the "armistice line" and even in some places veers inside pre-1967 Israel.

&Page 62: "The Israelis have never granted any appreciable autonomy to the Palestinians..."

After 1993 and the Oslo agreements, Palestinians achieved "appreciable autonomy," attaining control of political, civic, security, medical and media institutions and gaining 40% of the West Bank and all of Gaza.

A fact-checking division could have flagged errors such as these and others. It would not impinge on freedom of expression. Like fact-checking for textbooks being encouraged by the Association of American Publishers and like the fact-checking practiced daily by newspapers, magazines and journals, the process enhances the integrity of the product and would benefit Simon and Schuster's reputation.

[STAFF REPLY LETTER]

January 28, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: CBS Corporation Incoming letter dated January 11, 2008
The proposal relates to screening manuscripts.

There appears to be some basis for your view that CBS may exclude the proposal under rule 14a-8(f). We note that the proponent appears to have failed to supply, within 14 days of receipt of CBS' request, documentary support sufficiently evidencing that he satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if CBS omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

/s/

Heather L. Maples
Special Counsel