Item 8.01 Other Events.
On October 14, 2009, CBS Corporation (the "Company") entered into an underwriting agreement with Citigroup Global Markets Inc., as representatives of the underwriters named in Schedule 1 thereto, and National Amusements, Inc. ("NAI"), with respect to the sale of up to 28,645,000 shares of the Company's Class B Common Stock by NAIRI, Inc., a wholly owned subsidiary of NAI. The Company will receive no proceeds in connection with the sale. 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 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this report on Form 8-K:

Exhibit Number Description of Exhibit Underwriting Agreement dated October 14, 2009, among CBS Corporation, 1.1 Citigroup Global Markets Inc., as representative of the underwriters named in Schedule 1 thereto, and National Amusements, Inc.

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