UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13D/A


                   Under the Securities Exchange Act of 1934
                              (Amendment No. 16)*
                                             --


                                    CBS Inc.
     -----------------------------------------------------------------------
                                (Name of Issuer)



                                  Common Stock
     -----------------------------------------------------------------------
                         (Title of Class of Securities)


                                  124845 10 8
     -----------------------------------------------------------------------
                                 (CUSIP Number)

               Barry Hirsch, Senior Vice President and Secretary
                               Loews Corporation
          667 Madison Avenue, New York, New York 10021 (212) 545-2920
     -----------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)



                                  July 25, 1994
     -----------------------------------------------------------------------
          (Date of Event which Required Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G
     to report the acquisition which is the subject of this Schedule 13D,
     and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
     the following box __ .

     Check the following box if a fee is being paid with the statement __ .
     (A fee is not required only if the reporting person: (1) has a
     previous statement on file reporting beneficial ownership of more than
     five percent of the class of securities described in Item 1; and (2)
     has filed no amendment subsequent thereto reporting beneficial
     ownership of five percent or less of such class.) (See Rule 13d-7)


     Note: Six copies of this statement, including all exhibits, should be
     filed with the Commission.  See Rule 13d-1(a) for other parties to
     whom copies are to be sent.

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the
     Securities Exchange Act of 1934 ("Act") or otherwise subject to the
     liabilities of that section of the Act but shall be subject to all
     other provisions of the Act (however, see the Notes).

                                     Page 1


                                   SCHEDULE 13D
     ----------------------------------------------------------------------
      CUSIP No. 124845 10 8
     ----------------------------------------------------------------------

     1 NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        LOEWS CORPORATION
        IRS Identification No. 13-2646102
     ----------------------------------------------------------------------
     2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)/  /
            N/A                                                    (b)/  /
     ----------------------------------------------------------------------
     3 SEC USE ONLY


     ----------------------------------------------------------------------
     4 SOURCE OF FUNDS*
         WC
     ----------------------------------------------------------------------
     5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e)                                            /__/
         N/A
     ----------------------------------------------------------------------
     6 CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware
     ----------------------------------------------------------------------
                     7 SOLE VOTING POWER
        NUMBER OF
         SHARES          3,029,375
      BENEFICIALLY --------------------------------------------------------
        OWNED BY     8 SHARED VOTING POWER
          EACH                   0
        REPORTING  --------------------------------------------------------
         PERSON      9 SOLE DISPOSITIVE POWER
          WITH           3,029,375
                   --------------------------------------------------------
                    10 SHARED DISPOSITIVE POWER
                                 0
     ----------------------------------------------------------------------
     11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             3,029,375
     ----------------------------------------------------------------------
     12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES                                                      /  /
     ----------------------------------------------------------------------
     13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           19.49%
     ----------------------------------------------------------------------

     14 TYPE OF REPORTING PERSON*
             HC
     ----------------------------------------------------------------------

                                     Page 2


                                  AMENDMENT NO. 16

                                         to

                                    SCHEDULE 13D

                                   relating to the

                       Common Stock, $2.50 par value per share

                                         of

                                      CBS Inc.

          This Amendment No. 16 to Schedule 13D, as amended, filed by Loews
     Corporation, a Delaware corporation ("Loews"), relates to the Common
     Stock, $2.50 par value per share, (the "Shares") of CBS Inc., a New
     York corporation (the "Issuer"), and is being filed pursuant to Rule
     13d-2 under the Securities Exchange Act of 1934, as amended.      All
     of the Shares referred to herein as beneficially owned by Loews are
     owned by L.T. Holding Corp. a wholly-owned subsidiary of Loews ("Loews
     Holding").     

          This Amendment No. 16 to this Statement on Schedule 13D is being
     filed in restated form pursuant to Rule 13d-2 under the Securities
     Exchange Act of 1934, as amended, and Rules 101(a) and 901(d) of
     Regulation S-T, and incorporates the Statement on Schedule 13-D
     initially filed on July 22, 1985, and Amendments numbered 1 through 15
     thereto.

     Item 1.  Security and Issuer
              -------------------

          The class of equity securities to which this Statement relates is
     the Shares of the Issuer.  The principal executive offices of the
     Issuer are located at 51 West 52nd Street, New York, New York  10019.

     Item 2.  Identity and Background
              -----------------------

              This Statement is being filed by Loews.  The principal
     executive offices of Loews are located at 667 Madison Avenue, New
     York, New York 10021.     

              Loews, through its subsidiaries, is engaged in the production
     and sale of cigarettes; the operation of hotels and offshore drilling
     rigs; through its approximately 83% ownership of CNA Financial
     Corporation ("CNA"), insurance (property, casualty and life); and
     through its approximately 97% ownership of Bulova Corporation, the
     distribution and sale of watches and the production and sale of other
     timing devices.  In addition, a wholly-owned subsidiary of Loews owns
     approximately 19.5% of the outstanding common stock of the Issuer.
         


                                     Page 3


              Laurence A. Tisch, Chairman of the Board and Co-Chief
     Executive Officer of Loews, and Preston R. Tisch, President and Co-
     Chief Executive Officer of Loews each own 9,449,956 shares of Common
     Stock of Loews, constituting an aggregate of 18,899,912 shares, or
     approximately 31.5%, of the total number of shares of Loews Common
     Stock outstanding.  As a result, they may be deemed to be
     "controlling" persons of Loews as that term is defined in the General
     Rules and Regulations under the Securities Exchange Act of 1934, as
     amended.     

          The name, business address, present principal occupation and
     citizenship of each executive officer and director of Loews are set
     forth in Appendix A hereto.

          During the last five years neither Loews nor, to the best
     knowledge of Loews, any of its executive officers or directors has
     been convicted in a criminal proceeding (excluding traffic violations
     or similar misdemeanors) or been a party to a civil proceeding of a
     judicial or administrative body of competent jurisdiction and as a
     result of such proceeding subject to a judgment, decree or final order
     enjoining future violations of, or prohibiting or mandating activities
     subject to, federal or state securities laws or a finding of any
     violation with respect to such laws.

     Item 3.  Source and Amount of Funds or Other Consideration
              -------------------------------------------------

          The amount of the funds used in making the purchases of the
     Shares reported as beneficially owned in Item 5(c) hereof, was
     approximately $346,963,856, including commissions.  All of such funds
     were provided from internally generated funds.

          [Amendment No. 1]  The amount of funds used in purchasing the
     additional 99,400 Shares purchased by Loews as reported in Item 5(c)
     hereof, was approximately $10,751,982 including commissions.  All of
     such funds were provided from internally generated funds.

          [Amendment No. 2]  The amount of funds used in purchasing the
     additional 305,200 Shares purchased by Loews, as reported in Item 5(c)
     hereof, was approximately $33,493,800 including commissions.  All of
     such funds were provided from internally generated funds.

          [Amendment No. 3]  The amount of funds used in purchasing the
     additional 143,500 Shares purchased by Loews, as reported in Item 5(c)
     hereof, was approximately $15,528,600 including commissions.  All of
     such funds were provided from internally generated funds.

          [Amendment No. 4]  The amount of funds used in purchasing the
     additional 37,000 Shares purchased by Loews, as reported in Item 5(c)
     hereof, was approximately $4,112,100 including commissions.  All of
     such funds were provided from internally generated funds.


                                     Page 4


          [Amendment No. 5]  The amount of funds being used to purchase the
     additional 1,136,400 Shares being purchased by Loews, as reported in
     Item 5(c) hereof, is approximately $159,914,000, including
     commissions.  All of such funds were or will be provided from general
     corporate funds.

          On December 19, 1985, Loews issued $200 million principal amount
     of 9-3/4% subordinated notes due 1993 and $200 million principal
     amount of 10% subordinated notes due 1996, and on March 19, 1986,
     Loews issued $200 million principal amount of 9% senior sinking fund
     debentures due 2016.  The proceeds from the issuances of the foregoing
     debt securities, aggregating approximately $592 million, were made
     available for general corporate purposes.

          [Amendment No. 6]  The amount of funds being used to purchase the
     additional 254,800 Shares being purchased by Loews, as reported in
     Item 5(c) hereof, is approximately $34,013,000 including commissions.
     All of such funds were provided from general corporate funds.

          [Amendment No. 7]  The amount of funds being used to purchase the
     additional 449,600 Shares being purchased by Loews, as reported in
     Item 5(c) hereof, is approximately $60,318,000 including commissions.
     All of such funds were provided from general corporate funds.

          [Amendment No. 8]  The amount of funds being used to purchase the
     additional 312,600 Shares being purchased by Loews, as reported in
     Item 5(c) hereof, is approximately $42,498,000 including commissions.
     All of such funds were provided from general corporate funds.

          [Amendment No. 9]  The amount of funds being used to purchase the
     additional 349,600 Shares being purchased by Loews, as reported in
     Item 5(c) hereof, is approximately $45,520,000 including commissions.
     All of such funds were provided from general corporate funds.

          [Amendment No. 10]  The amount of funds being used to purchase
     the additional 575,200 Shares being purchased by Loews, as reported in
     Item 5(c) hereof, is approximately $77,519,750 including commissions.
     All of such funds were provided from general corporate funds.

          [Amendment No. 12]  The $143,500,000 used to pay for the
     additional 1,000,000 Shares, as reported in Item 5(c) hereof, were
     provided from general corporate funds.


     Item 4.  Purpose of Transaction
              ----------------------

          Loews acquired the Shares owned by it for investment.  Except as
     otherwise indicated in this Item 4, Loews has no plans or proposals
     with respect to the Issuer that relate to or that could result in any
     of the actions specified in clauses (a) through (j) of Item 4 of
     Schedule 13D.

          Pursuant to an Offer to Purchase dated July 3, 1985, the Issuer


                                     Page 5


     has offered to purchase (the "Issuer Exchange Offer"), subject to the
     terms and conditions thereof, up to 6,365,000 Shares by exchanging for
     each Share $40 in cash and $110 principal amount of its 10-7/8% senior
     notes due 1995.  Under the terms of the Issuer Exchange Offer, if more
     than 6,365,000 Shares are tendered and not withdrawn, the Issuer will
     accept for exchange 6,365,000 Shares (or such greater numbers of
     Shares as it elects to purchase pursuant to such offer) on a pro rata
     basis from among the Shares tendered and not withdrawn.

          Subsequent to reports of an intention on the part of Turner
     Broadcasting Systems, Inc. to acquire control of the Issuer and prior
     to the commencement of the Issuer Exchange Offer, the Chairman of the
     Board of Loews indicated, in informal conversations with certain
     persons associated with the Issuer, Loews's interest in a possible
     acquisition of the Issuer on a negotiated basis.  All the Shares owned
     by Loews (except for 300 Shares) were purchased on or subsequent to
     the date of commencement of the Issuer Exchange Offer.  Loews intends
     to tender all its Shares pursuant to the Issuer Exchange Offer.  Until
     such time as the Issuer announces the number of Shares it will accept
     pursuant to the Issuer Exchange Offer and the proration factor, if
     any, Loews will be unable to determine the number of Shares tendered
     by it which will be purchased pursuant to the Issuer Exchange Offer.

          Loews intends to review on a continuing basis its investment in
     the Issuer and may increase such investment, if any, remaining after
     the purchase of Shares under the Issuer Exchange Offer.  The extent of
     any such increase would depend upon the price and availability of the
     Issuer's securities, subsequent developments affecting the Issuer, the
     Issuer's business and prospects, other investment and business
     opportunities available to Loews, general stock market and economic
     conditions, tax considerations, and other factors, including the
     obtaining of any necessary regulatory approvals.  In addition, Loews
     may decide to decrease its investment in the Issuer (in addition to
     any decrease resulting from the purchase of Shares in the Issuer
     Exchange Offer), depending upon its continuing review of such
     investment and various other factors including those mentioned above.

          Loews has not filed a Notification and Report Form under the
     Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act")
     with the Federal Trade Commission and the Antitrust Division of the
     Department of Justice.  Pursuant to the HSR Act, Loews may not
     purchase any additional voting securities of the Issuer if, after any
     such purchase, it would hold more than 10% of such outstanding
     securities or if, prior to any such purchase, its current investment
     intent should change, unless a Notification and Report Form has been
     filed under the HSR Act and the applicable waiting period under the
     HSR Act has expired or been terminated.

          [Amendment No. 1]  On August 12, 1985 Loews filed a Notification
     and Report Form under the HSR act stating its intention to acquire
     from time to time in the open market or otherwise, subject to market
     conditions and other factors considered relevant by Loews, voting
     securities of the Issuer which, when added to the Shares presently


                                     Page 6


     held by Loews, will exceed $15 million in aggregate total value of
     such securities but not exceed 15% of such securities outstanding.

          Pursuant to the HSR Act, Loews may not acquire any additional
     voting securities of the Issuer if, after any such acquisition, it
     would hold 15% or more of such outstanding voting securities unless a
     further Notification and Report Form has been filed and the applicable
     waiting period has expired or been terminated.

          [Amendment No. 2]  The waiting period for the Notification and
     Report Form filed by Loews on August 12, 1985 was terminated on
     September 11, 1985.

          [Amendment No. 3]  On October 16, 1985, Laurence A. Tisch,
     Chairman of the Board of Loews, accepted the invitation of Thomas H.
     Wyman, Chairman, President and Chief Executive Officer of the Issuer,
     to join the Board of Directors of the Issuer subject to election at
     the meeting of the Issuer's Board, currently scheduled to be held on
     November 13, 1985. Loews has advised the Issuer of its intention to
     acquire up to 25% of the outstanding Shares.  Any such acquisitions
     would be subject to market conditions and other factors considered
     relevant by Loews.  Loews plans to file a Notification and Report Form
     under the HSR Act stating its intention to acquire from time to time
     in the open market or otherwise, subject to market conditions and
     other factors considered relevant by Loews, voting securities of the
     Issuer which, when added to the Shares held by Loews will exceed 15%,
     but not exceed 25%, of such securities outstanding.

          Pursuant to the HSR Act, following the filing of such further
     Notification and Report Form and expiration or termination of the
     applicable waiting period, Loews could not acquire any additional
     voting securities of the Issuer if, after any such acquisition, it
     would hold 25% or more of such outstanding voting securities, except
     upon filing of another Notification and Report Form and expiration or
     termination of the applicable waiting period.

          [Amendment No. 4]  The waiting period for a Notification and
     Report Form under the HSR Act filed by Loews on October 17, 1985 was
     terminated on October 30, 1985.  That Notification and Report Form
     related to Loews's intention to acquire from time to time in the open
     market or otherwise, subject to market conditions and other factors
     considered relevant by Loews, voting securities of the Issuer which,
     when added to the Shares held by Loews, will exceed 15% but will not
     exceed 25% of such securities outstanding.

          Pursuant to the HSR Act, Loews cannot acquire any additional
     voting securities of the Issuer if, after any acquisition, it would
     hold 25% or more of such outstanding voting securities except upon
     filing of another Notification and Report Form and expiration or
     termination of the applicable waiting period.

          [Amendment No. 11]  On September 10, 1986, Thomas H. Wyman
     resigned as Chairman, President and Chief Executive Officer of the


                                     Page 7


     Issuer, and Laurence A. Tisch was elected Chairman of the Management
     Committee and acting Chief Executive Officer of the Issuer.

          A copy of the Issuer's Press Release dated September 10, 1986 is
     attached hereto as Exhibit 99.02.

          [Amendment No. 13]  On January 14, 1987 Laurence A. Tisch was
     elected President and Chief Executive Officer of the Issuer.  Mr.
     Tisch had been serving as acting Chief Executive Officer.

          A copy of the Issuer's Press Release dated January 14, 1987 is
     attached hereto as Exhibit 99.03.

          [Amendment No. 14]  On December 12, 1990 the Issuer announced an
     offer to purchase up to 10,526,000 Shares for cash at a price of $190
     per Share.  Loews Holding has advised the Issuer of its intention to
     tender all of the Shares owned by it.

          A copy of the Issuer's press release dated December 12, 1990 is
     attached hereto as Exhibit 99.04.

          [Amendment No. 16]  On July 25, 1994 the Issuer commenced an
     offer to purchase 3,500,000 Shares for cash at a price of $325 net per
     Share. Loews Holding has advised the Issuer of its intention to tender
     no fewer than 2 million of the 3,029,375 Shares owned by it, and that
     it may tender all of such Shares. Loews Holding has further advised
     the Issuer that its determination of the number of Shares it will
     tender will be based upon Loews Holding's intention to achieve certain
     tax treatment of the offer. If Loews Holding tenders less than all of
     its Shares, Loews's beneficial ownership interest in the Issuer may
     increase by a small percentage.


     Item 5.  Interest in Securities of the Issuer
              ------------------------------------

          (a)  Loews owns directly 2,950,300 Shares, representing
     approximately 9.90%* [*Based on the number of Shares outstanding on
     June 27, 1985, as disclosed in the Issuer Exchange Offer] of the total
     number of Shares outstanding.  All of such Shares were acquired and
     are presently held by Loews Trading Corp., a New York corporation
     ("LTC"), which is a wholly-owned subsidiary of Loews.  To the best
     knowledge of Loews, no director or executive officer of Loews
     beneficially owns any Shares.

          [Amendment No. 1]  (a) As of the date hereof, Loews owns directly
     approximately 2,305,875 Shares, [As indicated in Item 5(c), the exact
     number of Shares owned by Loews cannot now be determined]
     representing approximately 9.84% [Based on the number of Shares
     outstanding on July 31, 1985, as disclosed in the Issuer's Quarterly
     Report on Form 10-Q, filed on August 6, 1985, adjusted to reflect the
     purchase of 6,365,000 Shares on August 1, 1985 pursuant to the Issuer
     Exchange Offer] of the total number of Shares outstanding.  All of
     such Shares were acquired and are presently held by LTC.  To the best


                                     Page 8


     knowledge of Loews, no director or officer of Loews beneficially owns
     any Shares.

          [Amendment No. 2]  (a) As of the date hereof, Loews owns directly
     2,598,221 Shares representing approximately 11.1% [Based on the number
     of Shares outstanding on July 31, 1985, as disclosed in the Issuer's
     Quarterly Report on Form 10-Q, filed on August 6, 1985, adjusted to
     reflect the purchase of 6,365,000 Shares on August 1, 1985 pursuant to
     the Issuer Exchange Offer] of the total number of Shares outstanding.
     All of such Shares were acquired and are presently held by LTC.

          [Amendment No. 3]  (a) As of the date hereof, Loews owns directly
     2,741,721 Shares representing approximately 11.7% [Based on the number
     of Shares outstanding on July 31, 1985, as reported in the Issuer's
     Form 10-Q for the quarter ended June 30, 1985, as adjusted for the
     purchase of 6,365,000 Shares pursuant to the Issuer Exchange Offer] of
     the total number of Shares outstanding.  All of such Shares were
     acquired and are presently held by LTC.

          [Amendment No. 4]  (a) As of the date hereof, Loews owns directly
     2,778,721 Shares representing approximately 11.9% [Based on the number
     of Shares outstanding on July 31, 1985, as reported in the Issuer's
     Form 10-Q for the quarter ended June 30, 1985, as adjusted for the
     purchase of 6,365,000 Shares pursuant to the Issuer Exchange Offer] of
     the total number of Shares outstanding.  All of such Shares were
     acquired and are presently held by LTC.

          [Amendment No. 5]  (a) As of the date hereof, Loews may be deemed
     beneficially to own directly 3,915,121 Shares representing
     approximately 16.7% of the total number of Shares outstanding, which
     includes 1,000,000 Shares that Loews has agreed to purchase pursuant
     to an agreement in the form attached hereto as an exhibit (the
     "Agreement").  The Agreement is scheduled to be consummated on
     September 15, 1986 but may be consummated earlier upon the occurrence
     of certain events described in the Agreement. See Item 5(c).  All of
     such 3,915,121 Shares were or are being acquired by LTC.  250,000 of
     such Shares were transferred to Loews by LTC on December 19, 1985 and
     the balance of such Shares are held by LTC.

          [Amendment No. 6]  (a) As of the date hereof, Loews may be deemed
     beneficially to own directly 4,169,921 Shares representing
     approximately 17.7% of the total number of Shares outstanding, which
     includes the Agreement Shares that Loews has agreed to purchase
     pursuant to the agreement described in Amendment No. 5 to this
     Schedule 13D.  All of such 4,169,921 Shares were or are being acquired
     by LTC.  250,000 of such Shares were transferred to Loews by LTC on
     December 19, 1985 and the balance of such Shares are held by LTC.

          [Amendment No. 7]  (a) As of the date hereof, Loews may be deemed
     beneficially to own directly 4,619,521 Shares representing
     approximately 19.7% of the total number of Shares outstanding, which
     includes the Agreement Shares that Loews has agreed to purchase
     pursuant to the agreement described in Amendment No. 5 to this


                                     Page 9


     Schedule 13D.  All of such 4,619,521 Shares were or are being acquired
     by LTC.  250,000 of such Shares are held of record by Loews and the
     balance of such Shares are held of record by LTC.

          [Amendment No. 8]  (a) As of the date hereof, Loews may be deemed
     beneficially to own directly 4,932,121 Shares representing
     approximately 20.98% of the total number of Shares outstanding, which
     includes the Agreement Shares that Loews has agreed to purchase
     pursuant to the agreement described in Amendment No. 5 to this
     Schedule 13D.  1,403,321 of the Shares beneficially owned by Loews are
     held by LTC and the balance of such Shares are held by Loews.

          [Amendment No. 9]  (a) As of 12:00 noon on the date hereof, Loews
     may be deemed beneficially to own directly 5,281,721 Shares
     representing approximately 22.46% of the total number of Shares
     outstanding, which includes the Agreement Shares that Loews has agreed
     to purchase pursuant to the agreement described in Amendment No. 5 to
     this Schedule 13D.  1,403,321 of the Shares beneficially owned by
     Loews are held by LTC and the balance of such Shares are held by
     Loews.

          [Amendment No. 10]  (a) As of the date hereof, Loews may be
     deemed beneficially to own directly 5,856,921 Shares representing
     approximately 24.91% of the total number of Shares outstanding, which
     includes the Agreement Shares that Loews has agreed to purchase
     pursuant to the agreement described in Amendment No. 5 to this
     Schedule 13D.  1,403,321 of the Shares beneficially owned by Loews are
     held by LTC and the balance of such Shares are held by Loews.

          [Amendment No. 12]  (a) On September 15, 1986 delivery and
     payment for the 1,000,000 Shares that Loews previously agreed to
     purchase pursuant to the agreement described in Amendment No. 5 to
     this Schedule 13D was effected.  Such Shares have previously been
     reported as beneficially owned by Loews.  The purchase price was
     $143.50 per Share.  Accordingly, Loews may be deemed beneficially to
     own directly 5,856,921 Shares, representing approximately 24.91% of
     the total number of Shares outstanding.  1,403,321 of the Shares
     beneficially owned by Loews are held by LTC and the balance of such
     Shares is held by Loews.

          [Amendment No. 15]  (a) As of the date hereof, Loews may be
     deemed beneficially to own 3,029,375 Shares representing approximately
     22.9% of the total Shares outstanding (after giving effect to the
     purchase by the Issuer of an aggregate of 10,526,000 Shares pursuant
     to its offer to purchase dated December 12, 1990 (the "Offer").

          (b)  Loews has the sole power to vote or to direct the vote and
     the sole power to dispose of, or to direct the disposition of, the
     Shares owned by it.

          [Amendment No. 5]  (b) Loews has the sole power to vote, or to
     direct the vote of, the Shares owned by it, except with respect to
     1,000,000 Shares being acquired as set forth in Item 5(c) (of


                                    Page 10


     Amendment No. 5) below.  Loews has the sole power to dispose of, or to
     direct the disposition of, the Shares owned by it.

          (c)  The table set forth on Appendix B hereto contains certain
     information with respect to all transactions in the Shares effected by
     Loews during the past 60 days.  As noted in Item 4, Loews currently
     intends to tender its Shares pursuant to the Issuer Exchange Offer.

          [Amendment No. 1]  (c) The table set forth on Appendix B hereto
     contains certain information with respect to purchases of Shares
     effected by Loews since the filing of the Schedule 13D through August
     9, 1985.  On July 31, 1985, Loews tendered, pursuant to the Issuer
     Exchange Offer, the 2,975,300 Shares purchased by it through that
     date.

          The Issuer has announced that on August 1, 1985 it has accepted
     for purchase on a pro rata basis 6,365,000 Shares (or approximately
     25%) of approximately 25,466,000 Shares tendered pursuant to the
     Issuer Exchange Offer.  Based on the foregoing announcement,
     approximately 25% of the 2,975,300 Shares owned by Loews on the
     proration date of the Issuer Exchange Offer were purchased pursuant to
     the Issuer Exchange Offer.  The precise proration factor in the Issuer
     Exchange Offer is expected to be announced on or about August 13,
     1985.  Until such announcement, Loews will be unable to determine the
     exact number of Shares owned by it that were purchased pursuant to the
     Issuer Exchange Offer.

          [Amendment No. 2]  (c) The table set forth on Appendix B hereto
     contains certain information with respect to transactions in the
     Shares effected by Loews since the filing of Amendment No. 1 to this
     Schedule 13D, through September 26, 1985.

          Pursuant to the Issuer Exchange Offer, the Issuer purchased
     756,455 Shares of the 2,975,300 Shares tendered by Loews.  In
     accordance with the Issuer Exchange Offer, Loews received, for each
     Share purchased, $40 in cash and $110 principal amount of the Issuer's
     10-7/8% senior notes due 1995.  All of such notes have since been sold
     by Loews.

          [Amendment No. 3]  (c) The table set forth on Appendix B hereto
     contains certain information with respect to transactions in the
     Shares effected by Loews since the filing of Amendment No. 2 to this
     Schedule 13D, through October 16, 1985.

          [Amendment No. 4]  (c) The table set forth on Appendix B hereto
     contains certain information with respect to transactions in the
     Shares effected by Loews since the filing of Amendment No. 3 to this
     Schedule 13D, through October 30, 1985.

          [Amendment No. 5]  (c) Since the filing of Amendment No. 4 to
     this Schedule 13D, Loews has acquired or may be deemed to have
     acquired beneficial ownership of an aggregate of 1,136,400 Shares,
     including the following transactions in the last sixty days:


                                    Page 11


               (i) On April 1, 1986, Loews purchased 40,400 Shares in a
     transaction on the New York Stock Exchange at a price of $143.50 per
     Share.

               (ii) On April 1, 1986, Loews entered into the Agreement
     which provides for the acquisition by LTC of 1,000,000 Shares at a
     price of $143.50 per Share, which transaction is to close on September
     15, 1986 but may close earlier upon the occurrence of certain events
     described in the Agreement.

          [Amendment No. 6]  (c) Since the filing of Amendment No. 5 to
     this Schedule 13D through May 30, 1986, Loews has acquired beneficial
     ownership of an aggregate of 254,800 Shares as described on Appendix B
     hereto.

          [Amendment No. 7]  (c) Since the filing of Amendment No. 6 to
     this Schedule 13D through June 13, 1986, Loews has acquired beneficial
     ownership of an aggregate of 449,600 Shares as described on Appendix B
     hereto.

          [Amendment No. 8]  (c) Since the filing of Amendment No. 7 to
     this Schedule 13D through July 21, 1986, Loews has acquired beneficial
     ownership of an aggregate of 312,600 Shares as described on Appendix B
     hereto.

          [Amendment No. 9]  (c) Since the filing of Amendment No. 8 to
     this Schedule 13D through 12:00 noon on August 4, 1986, Loews has
     acquired beneficial ownership of an aggregate of 349,600 Shares as
     described on Appendix B hereto.

          [Amendment No. 10]  (c) Since the filing of Amendment No. 9 to
     this Schedule 13D through August 11, 1986, Loews has acquired
     beneficial ownership of an aggregate of 575,200 Shares as described on
     Appendix B hereto.

          [Amendment No. 15]  (c) Pursuant to the Offer, on February 4,
     1991 the Issuer purchased from Loews Holding 2,827,546 Shares of the
     5,856,921 Shares which had been tendered by Loews Holding.  The
     purchase price was $190 per Share.

          (d)  No person other than Loews has the right to receive or the
     power to direct the receipt of dividends from, or the proceeds from
     the sale of, the Shares beneficially owned by Loews.

          [Amendment No. 5]  No person other than Loews has the right to
     receive or the power to direct the receipt of dividends from, or the
     proceeds from the sale of, the Shares beneficially owned by Loews,
     except that the seller of the 1,000,000 Shares referred to in
     paragraph (c)(ii) above has the right to receive or the power to
     direct the receipt of dividends paid in respect of such 1,000,000
     Shares to holders of record as of a date prior to closing of the
     transaction.


                                    Page 12


          (e)  Not applicable.

     Item 6.  Contracts, Arrangements, Understandings or Relationships
              --------------------------------------------------------
              with Respect to Securities of the Issuer
              ----------------------------------------

          Neither Loews, nor to the best knowledge of Loews, any of the
     executive officers and directors of Loews, has any contracts,
     arrangements, understandings or relationships (legal or otherwise)
     with any person with respect to any securities of the Issuer,
     including, but not limited to, transfer or voting of any securities of
     the Issuer, finder's fees, joint ventures, loan or option
     arrangements, puts or calls, guarantees of profits, division of
     profits or loss, or the giving or withholding of proxies.

          [Amendment No. 5]  Reference is made to Item 5(b), 5(c) and 5(d)
     (of Amendment No. 5) above and to the form of Agreement attached as
     Exhibit 99.01 hereto.

     Item 7.  Material to be Filed as Exhibits
              --------------------------------

          None

          [Amendment No. 5]  (1) Form of Agreement dated as of April 1,
     1986 between Loews Trading Corp. and Fisher Brothers Financial and
     Development Company II.

                                   SIGNATURE
                                   ---------

          The undersigned certifies that after reasonable inquiry and to
     the best of its knowledge and belief, the information set forth in
     this Statement is true, complete and correct.


                                             LOEWS CORPORATION



     Dated:  July 25, 1994                   By: Barry Hirsch
                                                 Senior Vice President
                                                 and Secretary







                                    Page 13


                                                                 APPENDIX A


                      Executive Officers and Directors of Loews
                      -----------------------------------------

          The name and principal occupation or employment of each executive
     officer and director of Loews are set forth below.      Except as
     otherwise noted, the business address of each such person is 667
     Madison Avenue, New York, New York 10021.        All of the persons
     listed below are United States citizens.


                    Kenneth Abrams
                    Vice President-Personnel of Loews
                    One Park Avenue, New York, New York 10016

                    Charles B. Benenson
                    Director of Loews; President of Benenson
                    Realty Company (real estate investments)
                    708 Third Avenue, New York, New York 10017

                    John Brademas
                    Director of Loews;     President Emeritus of New
                    York University,      11 West 42nd Street,
                    New York, New York 10036

                    Gary W. Garson
                    Vice President of Loews

                    Robert J. Hausman
                    Vice President of Loews and
                        Chairman of the Board of the Hotel Division
                    of Loews     

                    Barry Hirsch
                        Senior Vice President,
                    Secretary and General Counsel of Loews     

                    Herbert C. Hofmann
                        Senior Vice President of Loews
                    President of Bulova Corporation     

                        John J. Kenny
                    Treasurer of Loews
                    One Park Avenue, New York, New York 10016     

                        Guy A. Kwan
                    Controller of Loews
                    One Park Avenue, New York, New York 10016     




                                    Page 14


                                                                 APPENDIX A
                                                                (continued)

                        John G. Malino
                    Vice President-Real Estate of Loews     

                    Bernard Myerson
                    Director of Loews
                    711 Fifth Avenue
                    New York, New York 10022

                    Edward J. Noha
                    Director of Loews and     Chairman of the Board
                    of CNA Financial Corporation,      CNA Plaza,
                    Chicago, Illinois 60685

                        Stuart B. Opotowsky
                    Vice President-Tax of Loews
                    One Park Avenue
                    New York, New York 10016     

                        Richard E. Piluso
                    Vice President-Internal Audit of Loews
                    One Park Avenue
                    New York, New York 10016     

                    Lester Pollack
                        Director of Loews, Chief Executive Officer of
                    Centre Partners (investments), a general partner
                    of Lazard Freres & Co. (investment banking) and
                    Sr. Managing Director of Corporate Partners
                    (investment fund),      One Rockefeller Plaza,
                    New York, New York 10020

                    Roy E. Posner
                        Senior Vice President and
                    Chief Financial Officer of Loews     

                        Gloria R. Scott
                    Director of Loews
                    President, Bennett College
                    900 E. Washington Street
                    Greensboro, North Carolina 27401     

                        Dennis Smith
                    Vice President-Management
                    Information Services of Loews
                    One Park Avenue
                    New York, New York 10016     





                                    Page 15


                                                                APPENDIX  A
                                                                (continued)

                    Andrew H. Tisch
                    Director of Loews
                        Chairman and Chief Executive Officer
                    of Lorillard Tobacco Company     

                    James S. Tisch
                    Director of Loews
                        Executive Vice President of Loews     

                        Jonathan M. Tisch
                    Director of Loews
                    Vice President of Loews and Chief Executive
                    Officer and President of the Hotel Division of
                    Loews     

                    Laurence A. Tisch
                    Chairman of the Board of Directors and
                        Co-Chief Executive Officer of Loews
                    President and Chief Executive Officer
                    of CBS Inc.     

                    Preston R. Tisch
                    Director and President and     Co-Chief Executive
                    Officer of Loews     



























                                    Page 16


                                                                 APPENDIX B


          Transactions in the Shares During the Past Sixty Days
          -----------------------------------------------------

          Except as noted below, all of the transactions described below
     were effected by Loews on the New York Stock Exchange.


                                 Number of Shares
           Date                     Purchased          Price Per Share
           ----                     ---------          ---------------

          7/3/85                      25,000                 $120.00
          7/5/85                      10,000                  116.25
          7/5/85                      10,000                  117.00
          7/5/85                      15,000                  116.75
          7/8/85                         700                  115.375
          7/8/85                       1,100                  115.00
          7/8/85                       4,100                  115.875
          7/8/85                       5,600                  115.25
          7/8/85                      23,200                  115.75
          7/8/85                      40,800                  116.00
          7/8/85                      69,700                  115.50
          7/9/85                       1,000                  115.875
          7/9/85                       5,400                  115.75
          7/9/85                      25,100                  115.50
          7/9/85                      35,000                  116.25
          7/9/85                      51,400                  116.00
          7/10/85                      1,500                  115.875
          7/10/85                      9,500                  115.00
          7/10/85                     11,000                  116.25
          7/10/85                     20,700                  115.75
          7/10/85                     29,700                  115.50
          7/10/85                     40,000                  115.25
          7/10/85                     22,000                  115.625
          7/10/85                     59,800                  115.625 (a)
          7/10/85                    111,400                  116.00
          7/11/85                      2,700                  115.875
          7/11/85                     30,800                  116.25
          7/11/85                      5,000                  116.25 (b)
          7/11/85                     88,300                  116.00
          7/12/85                     10,000                  116.125
          7/12/85                      8,300                  116.25
          7/15/85                      2,500                  116.75 (a)
          7/15/85                     33,300                  116.75
          7/15/85                     27,000                  117.00
          7/16/85                      5,100                  116.50
          7/16/85                     51,500                  116.75


                                    Page 17


                                                                 APPENDIX B
                                                                (Continued)

                                 Number of Shares
           Date                     Purchased          Price Per Share
           ----                     ---------          ---------------

          7/16/85                     13,000                 $116.875
          7/16/85                     60,300                  117.00
          7/16/85                     11,000                  117.25
          7/17/85                      8,200                  117.00
          7/17/85                      2,500                  117.125 (c)
          7/17/85                     25,000                  117.125 (a)
          7/17/85                     31,800                  117.125
          7/17/85                      5,200                  117.25 (a)
          7/17/85                     66,800                  117.25
          7/17/85                     18,500                  117.375 (a)
          7/17/85                     26,500                  117.375
          7/17/85                      5,100                  117.50 (a)
          7/17/85                     47,500                  117.50
          7/18/85                     35,000                  117.75
          7/18/85                     81,000                  118.00
          7/22/85                      5,500                  117.375
          7/22/85                    252,100                  117.50
          7/22/85                     87,400                  117.625
          7/22/85                     91,800                  117.75
          7/23/85                        400                  117.50
          7/23/85                     37,700                  117.625
          7/23/85                     74,200                  117.75
          7/23/85                      8,400                  117.875
          7/23/85                    113,000                  118.00
          7/24/85                     85,500                  117.75
          7/24/85                     11,000                  118.00
          7/24/85                      1,200                  118.00 (c)
          7/24/85                      5,000                  118.25
          7/24/85                     53,200                  118.25 (a)
          7/25/85                        600                  118.375
          7/25/85                     16,200                  118.50
          7/25/85                      8,100                  118.625
          7/25/85                     27,500                  118.75
          7/25/85                      1,100                  118.875
          7/25/85                    108,700                  119.00
          7/25/85                      9,000                  119.00 (a)
          7/25/85                      5,800                  119.125
          7/25/85                     19,400                  119.250
          7/25/85                     17,200                  119.375
          7/25/85                    154,600                  119.50
          7/26/85                      1,200                  118.25
          7/26/85                     65,500                  118.50
          7/26/85                      2,300                  118.625
          7/26/85                      9,900                  118.750


                                    Page 18


                                                                 APPENDIX B
                                                                (Continued)

                                 Number of Shares
           Date                     Purchased          Price Per Share
           ----                     ---------          ---------------

          7/26/85                      5,000                  $118.875
          7/26/85                     72,600                   119.00
          7/26/85                     19,000                   119.125 (a)
          7/26/85                    172,000                   119.125
          7/26/85                     55,800                   119.250
          7/26/85                     21,500                   119.375

          [Amendment No. 1]

          7/31/85                      4,500                   115.50
          7/31/85                      8,900                   115.625
          7/31/85                     11,600                   115.75
          8/1/85 (*)                   5,000                   104.50
          8/1/85                       3,000                   106.00
          8/1/85                       5,000                   106.125
          8/1/85                       7,000                   106.50
          8/5/85                       8,000                   105.50
          8/5/85                       2,000                   105.75
          8/5/85                         700                   105.875
          8/5/85                         500                   106.00
          8/6/85                       1,000                   106.00
          8/7/85                       5,000                   106.25
          8/7/85                      10,000                   106.50
          8/8/85                      12,700                   104.875
          8/8/85                      14,500                   105.00

     ____________________
     *  All Shares purchased on or after August 1, 1985 were purchased on a
        "When-distributed" basis.

          [Amendment No. 2]

          9/4/85                        (224)                  116.25
          9/24/85                      9,100                   111.50
          9/24/85                      3,500                   111.625
          9/24/85                      1,900                   111.75
          9/24/85                      2,300                   112.00
          9/24/85                      9,500                   112.125
          9/25/85                      2,500                   110.50
          9/25/85                      2,800                   110.75
          9/25/85                      7,000                   111.00
          9/25/85                      2,500                   111.25
          9/25/85                      2,500                   111.50
          9/26/85                      5,000                   107.75


                                    Page 19


                                                                 APPENDIX B
                                                                (Continued)

          [Amendment No. 2]
          (Continued)


                                  Number of Shares
           Date                      Purchased            Price Per Share
           ----                      ---------            ---------------

          9/26/85                      5,000                  $108.00
          9/26/85                     19,500                   108.25
          9/26/85                      7,100                   108.375
          9/26/85                     22,500                   108.50
          9/26/85                      2,500                   108.75
          9/26/85                      2,500                   109.00
          9/26/85                     13,000                   109.25
          9/26/85                     78,000                   109.50
          9/26/85                     10,000                   109.75
          9/26/85                      2,500                   109.75 (a)
          9/26/85                     94,000                   110.00


          [Amendment No. 3]

          9/30/85                      7,000                   107.75
          9/30/85                     23,200                   107.875
          9/30/85                     40,400                   108.00
          9/30/85                      1,500                   108.125
          9/30/85                     20,000                   108.25
          9/30/85                     22,800                   108.375
          9/30/85                     28,600                   108.50

          [Amendment No. 4]

          10/18/85                     5,000                   112.00
          10/18/85                    15,000                   112.25
          10/18/85                     5,000                   112.50
          10/28/85                     4,000                   109.00
          10/28/85                     2,000                   109.25
          10/28/85                     1,000                   109.50
          10/30/85                     5,000                   108.00

          [Amendment No. 6]

          4/23/86                      2,500                   133.00
          4/28/86                      1,000                   132.00
          4/28/86                        200                   132.125




                                    Page 20


                                                                 APPENDIX B
                                                                (Continued)
          [Amendment No. 6]
          (Continued)

                                Number of Shares
            Date                   Purchased             Price Per Share
            ----                ----------------         ---------------

          4/28/86                        200                  $132.25
          4/29/86                     10,000                   132.00
          4/29/86                      6,900                   132.25
          4/29/86                        500                   132.375
          4/29/86                      2,600                   132.50
          4/29/86                     10,000                   132.75
          4/29/86                     11,900                   133.00
          4/30/86                      5,000                   131.00
          4/30/86                     10,000                   131.50
          4/30/86                     10,000                   132.00
          4/30/86                     10,000                   132.125
          5/16/86                      2,500                   133.625
          5/16/86                      7,600                   133.75
          5/16/86                      2,000                   133.875
          5/16/86                     34,300                   134.00
          5/16/86                     26,500                   134.25
          5/19/86                      3,100                   133.625
          5/19/86                     19,200                   133.75
          5/19/86                      1,000                   133.875
          5/19/86                     14,700                   134.00
          5/20/86                      7,700                   133.375
          5/20/86                      2,000                   133.625
          5/20/86                      7,500                   134.00
          5/21/86                      1,800                   133.75
          5/21/86                        700                   133.875
          5/21/86                      7,000                   134.00
          5/29/86                      5,000                   134.00
          5/30/86                      1,100                   134.125
          5/30/86                      6,700                   134.25
          5/30/86                     23,600                   134.375

          [Amendment No. 7]

          6/3/86                      10,000                   134.00
          6/6/86                      25,000                   136.25
          6/9/86                       2,500                   133.50
          6/9/86                       2,500                   133.75
          6/9/86                      21,900                   134.00
          6/10/86                      1,500                   133.00
          6/10/86                     15,100                   133.25
          6/10/86                      7,600                   133.50
          6/11/86                     10,000                   133.00
          6/12/86                     24,500                   133.25


                                    Page 21


                                                                 APPENDIX B
                                                                (Continued)
          [Amendment No. 7]
          (Continued)

                                  Number of Shares
             Date                    Purchased            Price Per Share
             ----                    ---------            ---------------

          6/12/86                     98,000                  $133.50
          6/13/86                      3,500                   133.00
          6/13/86                     10,000                   133.25
          6/13/86                     64,500                   134.25
          6/13/86                    100,000                   134.50 (a)
          6/13/86                     23,000                   134.50
          6/13/86                     30,000                   134.75


          [Amendment No. 8]

          6/16/86                     23,800                   134.00
          6/17/86                      5,000                   133.50
          6/17/86                      5,000                   133.75
          7/14/86                      4,400                   138.25
          7/14/86                      3,200                   138.375
          7/14/86                     12,400                   138.50
          7/15/86                      8,200                   137.00
          7/15/86                      4,100                   137.25
          7/15/86                      5,700                   137.50
          7/15/86                      1,500                   137.75
          7/15/86                     36,200                   138.00
          7/15/86                        200                   138.50
          7/16/86                     12,300                   136.00
          7/16/86                      4,000                   136.25
          7/16/86                      3,000                   136.50
          7/16/86                      6,700                   136.75
          7/16/86                        300                   136.875
          7/16/86                      2,700                   137.00
          7/16/86                      4,100                   137.25
          7/16/86                        600                   137.50
          7/17/86                      1,000                   135.00
          7/17/86                      4,800                   135.25
          7/17/86                      2,500                   135.50
          7/17/86                      1,000                   135.75
          7/17/86                     22,200                   136.00
          7/17/86                      1,000                   136.125
          7/17/86                      1,800                   136.25
          7/18/86                     17,800                   134.25
          7/18/86                        200                   134.50
          7/18/86                      2,500                   134.75
          7/18/86                      6,500                   135.00
          7/18/86                      6,300                   135.25
          7/18/86                     50,800                   135.50


                                    Page 22


                                                                 APPENDIX B
                                                                (Continued)
          [Amendment No. 8]
          (Continued)


                                 Number of Shares
           Date                     Purchased          Price Per Share
           ----                     ---------          ---------------

          7/18/86                      4,000                  $135.75
          7/18/86                      1,500                   136.00
          7/18/86                      1,500                   136.125
          7/21/86                      7,000                   134.50
          7/21/86                      2,000                   134.625
          7/21/86                      5,300                   134.75
          7/21/86                     10,500                   135.00
          7/21/86                     19,000                   135.25

          [Amendment No. 9]

          7/22/86                     31,000                   135.00
          7/28/86                     15,000                   137.125
          7/28/86                      5,700                   137.25
          7/28/86                      4,100                   137.375
          7/28/86                      4,200                   137.50
          7/29/86                     43,000                   137.25 (d)
          7/29/86                      1,100                   137.25
          7/31/86                    132,300                   127.00
          8/1/86                      21,200                   126.25
          8/1/86                         500                   126.50
          8/1/86                       9,800                   127.00
          8/1/86                       4,000                   127.50
          8/1/86                      50,000                   128.50
          8/4/86                       3,300                   129.00
          8/4/86                       2,400                   128.75
          8/4/86                      19,300                   128.625
          8/4/86                       2,200                   128.50
          8/4/86                         500                   128.25

          [Amendment No. 10]

          8/4/86                       2,200                   127.625
          8/4/86                         900                   127.75
          8/4/86                       1,600                   128.00
          8/4/86                       2,600                   128.25
          8/4/86                         200                   128.375
          8/4/86                       9,400                   128.50
          8/4/86                         500                   128.625
          8/4/86                       2,500                   128.75
          8/6/86                       2,800                   129.50


                                    Page 23


                                                                 APPENDIX B
                                                                (Continued)
     [Amendment No. 10]
     (Continued)

                                 Number of Shares
           Date                     Purchased          Price Per Share
           ----                     ---------          ---------------

          8/6/86                       1,500                 $129.75
          8/6/86                       1,000                  130.00
          8/11/86                    550,000                  135.00

     _____________________
     (a) Transactions effected on the Midwest Stock Exchange.
     (b) Transactions effected on the Boston Stock Exchange.
     (c) Transactions effected on the Pacific Stock Exchange.
     (d) Transactions effected on the over-the-counter market.






























                                    Page 24

     




     [Amendment No. 5]
                                                              EXHIBIT 99.01

                                        FORM OF
                               AGREEMENT TO SELL SHARES ON
                                   SEPTEMBER 15, 1986
                               ---------------------------

          This Agreement is made as of the 1st day of April, 1986 between
     Loews Trading Corp. ("Loews") and Fisher Brothers Financial and
     Development Company II ("Fisher").

          WHEREAS, Fisher is the owner of 1,000,000 shares (the "Shares")
     of common stock, par value $2.50 per share, of CBS, Inc. ("CBS") that
     Fisher desires to sell to Loews on September 15, 1986; and

          WHEREAS, Loews desires to purchase the Shares;

          NOW, THEREFORE, the parties hereto agree as follows:

        1. Purchase and Sale; Closing. Subject to the terms and conditions
           --------------------------
     of this Agreement, Fisher hereby agrees to sell the Shares to Loews
     and Loews hereby agrees to buy the Shares from Fisher, at a price of
     $143.50 per Share. The closing of such purchase and sale (the
     "Closing") shall take place at 10:00 A.M., local time, on September
     15, 1986, or such earlier date of which Fisher gives Loews five days'
     prior written notice, at Loews Corporation, 666 Fifth Avenue, New
     York, New York. At the Closing, Fisher will deliver to Loews a
     certificate or certificates representing all the Shares, with stock
     transfer tax stamps affixed, duly endorsed for transfer or with stock
     powers duly executed in blank attached, in good form for delivery, and
     Loews
 will deliver to Fisher, in payment for the Shares, either (a)
     the amount of $143,500,000 in federal funds, or (b) at the option of
     Fisher on written notice to Loews given no later than five days prior
     to the Closing or the business day following the day on which Fisher
     receives notice from Loews of its intention to accelerate the date of
     Closing as provided in Section 2 of this Agreement, a promissory note
     (the "Note") of Loews, in the amount of $143,500,000. The Note shall
     be payable on January 2, 1987 and shall bear interest payable at
     maturity at a rate equal to the yield on three-month treasury bills
     prevailing at the close of business on the business day preceding the
     date of the Closing. The Note shall either (a) be guaranteed as to
     payment by Loews Corporation on terms reasonably satisfactory to
     Fisher or (b) to the extent the same can be obtained with the exercise
     of reasonable efforts on the part of Loews, be secured by an
     irrevocable stand-by letter of credit having a face amount equal to
     the principal amount of the Note plus the amount of interest payable
     thereon at maturity issued by a bank and on terms reasonably



                                    Page 25


     satisfactory to Fisher. The cost of obtaining such letter of credit
     shall be borne by Fisher.

          2. Acceleration of Closing. If a tender or exchange offer for
             -----------------------
     shares of common stock of CBS is commenced by any person or entity
     other than Loews or any of its affiliates and Loews advises Fisher in
     good faith of the intention of Loews and its affiliates to tender at
     least 80% of the CBS shares owned beneficially by them, or if CBS is
     to consummate a merger, consolidation, liquidation, reclassification
     or similar transaction in which shares of its common stock will be
     changed or exchanged for cash or debt or any combination thereof, the
     date of the Closing shall then be accelerated to the date determined
     by Loews in good faith to be the latest date reasonably practical to
     allow it sufficient time after the Closing to tender the Shares prior
     to the expiration of the proration period for the tender or exchange
     offer or, in the case of any such other transaction, to allow Loews to
     participate in such transaction in respect of the Shares. It shall be
     a condition to such a Closing that, substantially concurrently with
     the Closing, Loews shall tender the Shares and that Loews and its
     affiliates shall tender at least 80% of the other shares of common
     stock of CBS then owned by them, or, in the case of any such other
     transaction, take such other action as may be necessary to enable
     Loews and its affiliates to participate in such transaction in respect
     of the Shares and all such other shares. If the transaction is an
     exchange of stock for stock or comparable instrument other than debt,
     Fisher shall consummate such exchange and the new instrument shall be
     deemed to be the Shares hereunder. For purposes hereof, CBS shall not
     be deemed to be an affiliate of Loews or any of Loews' affiliates.

          3. Representations of Fisher. Fisher hereby represents and
             -------------------------
     warrants to Loews as follows:

          (a) Fisher is duly authorized to execute, deliver and perform
     this Agreement and this Agreement is a valid and binding agreement of
     Fisher enforceable against it in accordance with the terms hereof.

          (b) Fisher has now and will have at all times prior to the
     Closing good and valid title to the Shares, free and clear of any and
     all claims, liens, pledges, charges, encumbrances and security
     interests. Fisher has full power and authority to sell, transfer,
     assign and deliver the Shares to Loews and, upon delivery by Fisher to
     Loews of the certificate or certificates representing the Shares as
     contemplated by Section 1 of this Agreement, Fisher will have
     transferred to Loews good and valid title to the Shares, free and
     clear of any and all claims, liens, pledges, charges, encumbrances and
     security interests.

          4. Representations of Purchaser. Loews hereby represents and
             ----------------------------
     warrants to Fisher that Loews is duly authorized to execute, deliver
     and perform this Agreement and this Agreement is a valid and binding



                                    Page 26


     agreement of Loews enforceable against it in accordance with the terms
     hereof. Delivery of the Note shall be deemed to be a representation by
     Loews that the Note is a valid and binding obligation of Loews
     enforceable against Loews in accordance with the terms thereof.

          5. Adjustment for Stock Splits, Etc. Notwithstanding any other
             --------------------------------
     provision in this Agreement to the contrary, in the event of any stock
     split, reclassification, recapitalization or other extraordinary
     transaction with respect to the Shares, the securities subject to this
     Agreement and the purchase price hereunder shall be appropriately
     adjusted to reflect such transaction.

          6. Survival. The representations and warranties made herein by
             --------
     Fisher and Loews shall survive the purchase and sale of the Shares
     pursuant to this Agreement.

          7. Rights of Fisher Prior to Closing. Prior to the Closing
             ---------------------------------
     (i.,e., September 15, 1986 or such earlier date to which the Closing
     is accelerated under Section 1 or 2 hereof), Fisher shall retain all
     rights and incidents of ownership with respect to the Shares.

          8. Miscellaneous. This Agreement may be executed in two or more
             -------------
     counterparts, each of which shall be deemed to be an original, but all
     of which together shall constitute one and the same agreement. This
     Agreement shall be governed by, and construed in accordance with, the
     laws of the State of New York. Fisher and Loews agree that any breach
     of this Agreement by one party would result in irreparable harm for
     which the other party would not have an adequate remedy at law and
     that Fisher and Loews shall each be entitled to injunctive and other
     equitable relief to enforce specifically the terms and provisions
     hereof, in addition to any other rights or remedies available to
     Fisher or Loews. This Agreement may be amended only upon execution and
     delivery of a written agreement executed by the parties hereto. The
     section headings herein are for convenience of reference only and do
     not constitute part of this Agreement.

          9. Notices. All notices and other communications provided for
             -------
     hereunder shall be in writing and mailed or telegraphed or delivered
     by hand, if to Loews, at its address at 666 Fifth Avenue, New York,
     New York 10103, Attention: Barry Hirsch; and if to Fisher, at its
     address at 299 Park Avenue, New York, New York 10017, Attention:
     Richard L. Fisher; or, as to each party, at such other address as
     shall be designated by such party in a written notice to the other
     parties. All such notices and communications shall, when mailed, be
     effective when deposited in the mails, addressed as aforesaid, or
     delivered to the telegraph company or delivered by hand.

          IN WITNESS WHEREOF, this Agreement has been duly executed and



                                    Page 27


     delivered by a duly authorized officer of Fisher and a duly authorized
     officer of Loews as of the day and year first above written.

                                              LOEWS TRADING CORP.



                                              By:
                                                  -------------------------

                                              FISHER BROTHERS FINANCIAL AND
                                                DEVELOPMENT COMPANY II

                                              By:
                                                  -------------------------

                                              By:
                                                  -------------------------

          The undersigned, Loews Corporation, guarantees payment of all
     monetary obligations and performance of all other obligations of Loews
     under the preceding agreement.


                                              LOEWS CORPORATION


                                              By:
                                                  -------------------------

























                                    Page 28


                                                     April 14, 1986



     Salomon Brothers Inc
     One New York Plaza
     New York, New York 10004

          Re: Agreement to Sell 1,000,000 Shares of
              CBS Inc. on September 15, 1986 by Fisher
              Brothers Financial and Development
              Company II to Loews Trading Corp.
              ----------------------------------------

     Dear Sirs:

          The undersigned hereby advise you that they have made
     arrangements between themselves for the sale of 1,000,000 shares of
     common stock of CBS Inc. on September 15, 1986 and, accordingly,
     release you from any further obligation you may have, if any, with
     respect to such transaction.

                                             Very truly yours,


                                             LOEWS CORPORATION



                                             By:
                                                 --------------------------


                                              FISHER BROTHERS FINANCIAL AND
                                                DEVELOPMENT COMPANY II

                                             By:
                                                 --------------------------
     			                 			
     					     By:
                                                 --------------------------






                                    Page 29

     


     [Amendment No. 11]
                                                              EXHIBIT 99.02




     CBS Inc.                                    Contact: Anne Luzzatto
     51 West 52 Street                                   (212) 975-5945
     New York, New York  10019                           (212) 975-5100

                                                         September 10, 1986

          The Board of Directors of CBS Inc. announced today that it had,
     with great reluctance, accepted the resignation of Thomas H. Wyman as
     Chairman, President and Chief Executive Officer. The Board thanked Mr.
     Wyman for his extraordinary services and contribution to CBS during
     the past six years.

          The Board appointed a new Management Committee of the Board to
     serve until a new Chairman and Chief Executive Officer is selected.
     Mr. Laurence Tisch, a Director, was appointed Chairman of the newly
     formed committee and acting Chief Executive Officer. The other members
     of this new committee are Mr. William S. Paley, Mr. Michael Bergerac,
     Dr. Harold Brown and Mr. James Wolfensohn. As Founder Chairman, Mr.
     Paley will serve as acting Chairman of the Board during the transition
     period.

          In addition, the Board appointed a Search Committee to seek out a
     new Chairman and Chief Executive Officer. Membership on this committee
     will include the previously mentioned Management Committee of the
     Board plus Mr. James Houghton and Mr. Franklin Thomas. Dr. Brown will
     act as Chairman. Persons both inside
 and outside CBS will be
     considered. It is hoped that a new Chairman and Chief Executive
     Officer will be selected in the next few months.

          Attached are statements from Mr. Paley and Mr. Tisch.

     Laurence Tisch said:

          I will hold office only during the brief transition period until
     we select a new chief executive officer.

          I intend to maintain the traditions and spirit of the Company as
     established and nurtured by William S. Paley. I am fortunate to have
     Bill as my partner and mentor in this task, and I note with pleasure
     that Bill has been willing to return as acting Chairman, and to serve
     with me as a member of the new committees that were created today.

          William S. Paley, Founder Chairman and Chairman of the Executive

                                    Page 30

     Committee said:

          As founder of the Company, I am delighted that Laurence Tisch
     will serve as acting Chief Executive Officer during this brief
     transition period. Larry has not only proven his extraordinary ability
     as a businessman and leader in the success of his own company Loews,
     but most important, he shares the values and principles which have
     guided CBS throughout the period of its growth. I respect and admire
     him and look forward to working with him.








































                                    Page 31

     


     [Amendment No. 13]

                                                              EXHIBIT 99.03

     CBS Inc.                                       Contact:  Anne Luzzatto
     51 West 52 Street                                       (212) 975-5945
     New York, New York  10019                               (212) 975-4321
     (212) 975-4321
                                                           January 14, 1987



                   WILLIAM S. PALEY AND LAURENCE A. TISCH
                           NAMED TO TOP POSTS AT CBS

          The Board of Directors of CBS Inc. today unanimously elected
     William S. Paley as Chairman and Laurence A. Tisch as President and
     Chief Executive Officer. With this action, the Search and Management
     Committees of the Board, established in September 1986, have completed
     their functions.

          Commenting on today's action, Mr. Paley said: "All of us on the
     Board have been impressed over the last few months by Larry Tisch's
     commitment to CBS and its values and by his grasp of the strategic and
     operating issues confronting our Company. We are pleased that he has
     accepted the Board's invitation to serve as President and Chief
     Executive Officer. I plan to continue working closely with CBS
     programming staffs on the creativity and quality of our offerings."

          Mr. Tisch said: "Although I had been asked and had intended to
     serve as Chief Executive Officer of CBS only for a brief transition
     period, I have become increasingly impressed over the last four months
     with the strengths and potential of this great Company and of
 its
     people. I look forward to continuing to work with Bill Paley and the
     Board to build upon the traditions and spirit which have guided CBS
     over the last 60 years."









                                    Page 32

     


     [Amendment No. 14]

                                                              EXHIBIT 99.04


     CBS Inc.                                  Contact:  George Schweitzer
     51 West 52 Street                                   (212) 975-8635
     New York, New York  10019
     (212) 975-4321                                      Ann Morfogen
                                                         (212) 975-8088

                                                         December 12, 1990


                  CBS ANNOUNCES $2 BILLION CASH TENDER OFFER FOR
               ITS COMMON STOCK AT A PRICE OF $190 PER COMMON SHARE


          CBS announced today an offer to purchase up to 10,526,000 shares
     of the Company's Common Stock for cash at a price of $190 per common
     share. This represents an aggregate share repurchase of $2 billion.
     The tender offer is expected to commence in the next several days and
     will be scheduled to expire on January 21, 1991.

          If fully subscribed, the relative percentage of CBS Common Stock
     owned by the Loews Corporation, the Paley Estate and other
     shareholders would not change as a result of the tender. The Loews
     Corporation and the Estate of William S. Paley have advised the
     Company of their intention to tender all of the shares under their
     control. The Loews Corporation owns approximately 5.8 million shares
     of CBS Common Stock, while the Paley Estate controls approximately 1.3
     million shares of CBS Common Stock.

          Commenting on the Offer to Purchase CBS President and Chief
     Executive Officer Laurence A. Tisch said, "The CBS Board of Directors
     has concluded
 that a repurchase of CBS Common Stock is the best use
     for a substantial portion of its cash and marketable securities. This
     offer will provide CBS shareholders with the opportunity to receive a
     premium over recent market prices of CBS shares for a significant
     portion of their shares while retaining a substantial equity
     investment in the Company."

          "At the conclusion of the transaction CBS will continue to hold
     cash and marketable securities of approximately $800,000,000. It will
     remain fully capable of funding its current operations and continue to
     be flexible with respect to the acquisition of additional broadcast
     properties when suitable opportunities arise."




                                    Page 33


                         Further Background and Information
                         ----------------------------------

     1.   With respect to the Estate of William S. Paley, CBS said that
     representatives of the estate had initiated discussions with the
     Company regarding the estate's desire to sell shares to fund estate
     tax obligations, and, as noted above, the estate has informed CBS it
     intends to tender all shares that they control.

          The estate of Mr. Paley, which has a pre-existing option to
     require the Company to purchase 374,247 shares at $150 per share, has
     agreed that it will relinquish such option if shares are sold pursuant
     to or during the offer.

     2.   During the first quarter of 1991, following consummation of the
     Offer, the Company's Board of Directors will consider the Company's
     dividend policy in light of the Company's capitalization, its
     anticipated results from operations and its requirements for working
     capital and other cash needs. In light of the repurchase of shares and
     the outlook for 1991, the Board of Directors expects to reduce the
     Common Stock quarterly dividend rate below the current level of $1.10
     per share.

     3.   In connection with the tender offer, the Company also released a
     discussion of recent developments relating to the Company which is
     Attachment A hereto. That discussion included additional financial
     information regarding its anticipated operating results for the fourth
     quarter of 1990 and for the year 1991, including disclosure of the
     Company's 1990 after-tax operating loss of $55 million from its
     coverage of Major League Baseball, and of a further after-tax
     provision of $115 million for anticipated losses over the remaining
     term of the Major League Baseball contract.

     4.   The Offer is not conditioned upon any minimum number of shares
     being tendered. The Offer is, however, subject to certain conditions
     including that the Loews Corporation tenders all its shares. If more
     than 10,526,000 shares are properly tendered and not withdrawn, shares
     tendered other than by qualifying odd-lot owners beneficially owning
     less than 25 shares will be subject to proration.

     5.   The Offer, proration period and withdrawal rights will expire at
     5:00 p.m., New York City time, on Monday, January 21, 1991, unless the
     Offer is extended.

     6.   CBS anticipates using cash and marketable securities currently
     held in the Company's portfolio to finance the transaction.

     7.   Salomon Brothers Inc is acting as financial advisor to the
     Company in connection with the Offer.





                                    Page 34


                     Attachment A to CBS Tender Announcement
                     ---------------------------------------

     Discussion of Recent Developments
     ---------------------------------

     The Company expects to report a loss from continuing operations in the
     fourth quarter of 1990 compared with earnings of $60.1 million or
     $2.33 per share in the comparable period in 1989. The fourth quarter
     1990 results include a loss for coverage of Major League Baseball of
     approximately $55 million after-tax. Currently, the Company
     anticipates incurring additional losses in covering Major League
     Baseball in the remaining three years of its contract. Therefore, the
     Company will reduce its fourth quarter results by $115 million after-
     tax to adjust the Major League Baseball contract to its estimated
     current net realizable value over the remaining life.

     The predicted operating loss in the fourth quarter of 1990 is
     primarily due to losses that will be sustained by the CBS Television
     Network. CBS's fourth quarter loss is attributable to the following
     factors: (i) the $55 million after-tax loss relating to the coverage
     of Major League Baseball as well as the after-tax provision of $115
     million for future losses; (ii) generally lower than anticipated
     demand for Television Network advertising as a result of the downturn
     in the national economy; (iii) increased costs sustained by the News
     Division primarily due to coverage of the current Middle East crisis,
     and (iv) reduced demand for television station and radio advertising.

     In 1988, the Company sold its Records Group to Sony Corporation. The
     estimated proceeds of this sale were subject to adjustment pursuant to
     net asset audit and contractual procedures. During the fourth quarter
     certain items were resolved in arbitration. While the exact amount of
     the adjustment remains to be determined, the Company anticipates that
     it may report an additional gain on disposal of discontinued
     operations in 1990.

     For 1991, CBS's earnings from continuing operations are currently
     expected to increase in comparison to the prior year, due to the
     absence in 1991 of the losses relating to Major League Baseball as
     described above. Absent the provision for losses in 1990 related to
     the Major League Baseball contract, CBS's earnings from continuing
     operations in 1991, would, as reported on November 19, 1990, decline
     from those of the prior year as the consequence of both the worsening
     economic climate for advertising and rising costs for entertainment
     programming and sports rights fees (other than baseball) for
     continuing contracts. Moreover, the first six months of 1990 included
     the profitable coverage of the NFL Super Bowl and NBA playoffs and
     championship. CBS will not present these sporting events in 1991,
     resulting in unfavorable earnings comparison to 1990. The CBS
     Television Network is currently expected to show an operating loss in
     1991.

     Based on CBS's current budget for 1991 net income, the Company expects



                                    Page 35


     that the repurchase of shares upon completion of the Offer will have a
     dilutive impact on the calculation of earnings per share. This results
     from the loss of investment income from the $2 billion being used to
     consummate the Offer which, together with the reduced earnings for the
     Company, will outweigh the effect of having fewer outstanding shares
     in 1991 following the Offer.

     The Company is attempting to mitigate the projected losses at the
     Television Network, in both the fourth quarter of 1990 and fiscal
     1991, by wherever possible reducing its operating costs and enhancing
     productivity. In this regard, the Company has been implementing
     reductions in personnel levels, both by attrition and otherwise, and,
     effective January 1, 1991, will implement a previously announced
     reduction in the amount of annual compensation the Company pays its
     affiliated stations. In addition to these actions, the Company is
     committed to providing the viewing public with the most appealing
     television programming possible in order to improve its national
     ratings and thereby generate increased advertising sales. Furthermore,
     the Company is continuing to seek regulatory relief from laws and
     regulations restricting its operations. In today's marketplace, these
     laws and regulations hinder the Company's ability to compete both with
     cable television and with the major Hollywood studios, of which a
     majority (4 of 7) are now, or shortly will be, foreign owned. There
     can be no assurances that (i) the Company's anticipated future losses
     from network operations will not exceed current expectations, (ii) the
     Company will be successful in its attempts to reduce its costs or
     improve its productivity, or (iii) the Company will obtain meaningful
     regulatory relief.




















                                    Page 36