FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * REDSTONE SUMNER M   2. Issuer Name and Ticker or Trading Symbol VIACOM INC [VIA, VIAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 1515 BROADWAY 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2005 (Street) NEW YORK, NY 10036 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 12/31/2005   D   80 D (1) 0 D   Class A common stock 12/31/2005   D   93,658,828 D (1) 0 I By NAIRI, Inc. Class B common stock 12/31/2005   D   463,520 D (2) 0 D   Class B common stock 12/31/2005   D   243 D (2) 0 I By 401(k) Class B common stock 12/31/2005   D   79,619,055 D (2) 0 I By NAIRI, Inc. Class B common stock 12/31/2005   D   200 D (2) 0 I By Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock Equivalents	(3)	12/31/2005		D			2,875.0877	(3)	(3)	Class B common stock	2,875.0877	(4)	0	D
Class B Phantom Common Stock Units	(5)	12/31/2005		D			778	(5)	(5)	Class B common stock	778	(6)	0	D
Employee Stock Option (right to buy) (7)	$ 17.5	12/31/2005		D			500,000	(8)	01/30/2007	Class B common stock	500,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 15.25	12/31/2005		D			658,500	(8)	08/01/2007	Class B common stock	658,500	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 30.5625	12/31/2005		D			4,000,000	(8)	08/20/2008	Class B common stock	4,000,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 55.75	12/31/2005		D			2,000,000	(8)	05/04/2010	Class B common stock	2,000,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 57.01	12/31/2005		D			750,000	(8)	05/23/2011	Class B common stock	750,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 48.16	12/31/2005		D			600,000	(8)	05/22/2012	Class B common stock	600,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 44.08	12/31/2005		D			800,000	(8)	05/21/2013	Class B common stock	800,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 37.66	12/31/2005		D			550,000	(10)	05/19/2014	Class B common stock	550,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 35.51	12/31/2005		D			500,000	(8)	07/01/2014	Class B common stock	500,000	(9)	0	D
Employee Stock Option (right to buy) (7)	$ 35.51	12/31/2005		D			1,000,000	(11)	07/01/2014	Class B common stock	1,000,000	(9)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
REDSTONE SUMNER M 1515 BROADWAY NEW YORK, NY 10036	X	X	Chairman & CEO

Signatures

By: /s/ Angeline C. Straka, Attorney-in-fact		01/04/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class A common stock for each share of Viacom Class A common stock, with cash in lieu of any fractional shares of CBS Corporation Class A common stock and New Viacom Class A common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class A common stock on the New York Stock Exchange was $25.60 per share and the opening price of New Viacom Class A common stock on the New York Stock Exchange was $40.00 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger.
(2)	Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class B common stock for each share of Viacom Class B common stock, with cash in lieu of any fractional shares of CBS Corporation Class B common stock and New Viacom Class B common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share and the opening price of New Viacom Class B common stock on the New York Stock Exchange was $41.12 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger.
(3)	Class B Common Stock Equivalents are payable in cash at the beginning of the year after the Reporting Person ceases to be a Viacom Inc. executive officer. Each Class B common stock equivalent was the economic equivalent of one share of Viacom Class B common stock.
(4)	In the Merger, each Viacom Class B Common Stock Equivalent was deemed to be exchanged for 0.5 CBS Corporation Class B Common Stock Equivalents and 0.5 New Viacom Class B Common Stock Equivalents.
(5)	Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Viacom Excess 401(k) Plan for Designated Senior Executives. Each Viacom Class A Phantom common stock unit was the economic equivalent of one share of Viacom Class A common stock and each Viacom Class B Phantom common stock unit was the economic equivalent of one share of Viacom Class B common stock.
(6)	In the Merger, each Viacom Class B Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Phantom Class B Common Stock Units and 0.5 New Viacom Class B Phantom Common Stock Units.
(7)	Right to buy under Issuer's long term incentive plan.
(8)	Current.
(9)	In the Merger, each grant of stock options to buy Viacom Class B common stock was converted into an equal number of stock options to buy CBS Corporation Class B common stock and New Viacom Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.488609. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 1.273438 for the CBS options and by 0.792802 for the New Viacom options.
(10)	These options vest in four equal annual installments beginning on May 19, 2005.
(11)	This option vests in four equal annual installments beginning on July 1, 2005

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