***FISMA & OMB Memorandum M-07-16*** ANGELINE C. STRAKA SENIOR VICE PRESIDENT DEPUTY GENERAL COUNSEL AND SECRETARY CBS CORPORATION 51 WEST 52 STREET ~CBS NEW YORK, NEW YORK 10019-6188 i'i)Qn~--·u.--IP··\ ../\.. {'', \1 t:rl·r"l\1 ,, ••. ) ' (212) 975-5889 FAX: (212) 597-4063
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[email protected]) February 20, 2013 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CBS Corporation- Withdrawal of No Action RequestSubmitted In Connection with Shareholder Proposal Submitted by the Province of Saint Joseph of the Capuchin Order ·· · · Ladies and Gentlemen: By letter dated January 22,2013, CBS Corporation (the "Company") submitted a no action request pursuant to Rules 14a-8(i)(3)', 14a-8(i)(6) and 14a-8(i)(7) concerning a stockholder proposal submitted by the Province of Saint Joseph of the Capuchin Order (the "Proponent"). The Company has been informed by a letter, dated February 9, 2013 and received by the Company on February 15,2013, from the Proponent that the stockholder proposal has been withdrawn. A copy of the Proponent's withdrawal letter is attached as Exhibit A. Based on the Proponent's withdrawal of its stockholder proposal, the Company hereby withdraws its abovementioned no action request dated January 22,2013. By copy of this letter, the Company is notifying the Proponent that the Company has received its letter dated February 9, 2013, and accordingly withdraws its no action request If you have any questions regarding this matter or require further information, please do not hesitate to contact the undersigned at (212) 975-5889.