ITEM 8.01 OTHER EVENTS
On May 28, 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 $250,000,000 aggregate principal amount of its 8.875% Senior Notes due 2019 (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 to this Current Report on Form 8-K and is incorporated by reference herein. The form of Note was filed as Exhibit 4.2 and the form of Guarantee was filed as Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities Exchange Commission on May 13, 2009 and each is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit 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 28, 2009, among CBS Corporation, CBS Operations Inc., and 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 (Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities Exchange Commission on May 13, 2009, is incorporated by reference herein). 4.2 Form of Guarantee (Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Securities Exchange Commission on May 13, 2009, is incorporated by reference herein).

---