ITEM 8.01 Other Events.
On May 8, 2009, CBS Corporation (the "Company") and CBS Operations Inc., the guarantor, entered into an underwriting agreement (the "Underwriting Agreement") with Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), with respect to the Company's issuance and sale of $400,000,000 aggregate principal amount of its 8.200% Senior Notes due 2014 (the "2014 Notes") and $350,000,000 aggregate principal amount of its 8.875% Senior Notes due 2019 (the "2019 Notes" and, together with the 2014 Notes, the "Notes"). The offering is being made pursuant to the Company's effective registration statement on Form S-3 (No. 333-154962). The Underwriting Agreement has been filed as Exhibit 1.1, the form of Note for the 2014 Notes has been filed as Exhibit 4.1, the form of Note for the 2019 Notes has been filed as Exhibit 4.2 and the form of guarantee for each of the 2014 Notes and 2019 Notes has been filed as Exhibit 4.3 to this Current Report on Form 8-K, and each is incorporated by reference herein. ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report on Form 8-K:

Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, dated May 8, 2009, among CBS Corporation, CBS Operations Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule 1 thereto. 4.1 Form of Note for the 2014 Notes. 4.2 Form of Note for the 2019 Notes. 4.3 Form of Guarantee for each of the 2014 Notes and 2019 Notes.

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