Item 5.01 Changes in Control of Registrant.

(b) On May 5, 2009, National Amusements, Inc. ("National Amusements"), the beneficial owner of a controlling interest in CBS Corporation (the "Company"), issued a press release announcing that it has restructured its existing indebtedness on the terms it previously announced by entering into definitive agreements with its creditors. In its release, National Amusements stated that the agreements extend the maturity of its existing debt to December 31, 2010, with certain repayments due in late 2009 and in 2010. National Amusements also stated that, pursuant to the agreements, it has pledged substantially all of its assets to secure the restructured indebtedness. The assets of National Amusements include, among other assets, its shares of CBS Corporation Class A voting common stock and Class B non-voting common stock and the shares of National Amusements' wholly-owned subsidiary, NAIRI, Inc. ("NAIRI"), which directly owns the shares of CBS Corporation. As of April 15, 2009, National Amusements beneficially owned through NAIRI approximately 81.2% of the Company's outstanding Class A common stock and approximately 10.2% of the Company's outstanding Class A common stock and Class B common stock on a combined basis. It is the Company's understanding that a default under the definitive agreements by National Amusements could cause a foreclosure with respect to the shares of CBS Corporation common stock subject to the pledge, which could result in a future change of control of the Company.

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