Edgar Filing: Ianniello Joseph R

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ianniello Joseph R

2. Issuer Name and Ticker or Trading Symbol
VIACOM INC [CBS, CBS.A]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Finance and Treasurer

(Last)

(First)

(Middle)

51 WEST 52ND STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005

(Street)

NEW YORK, NY 10019

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CBS Class B common stock	12/31/2005		A		413	A	⁽¹⁾	413	D
CBS Class B common stock	12/31/2005		A		417	A	⁽¹⁾	417	I	By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Phantom Common Stock Units

⁽²⁾

12/31/2005

299

⁽²⁾

CBS Class B common stock

299

⁽³⁾

299

Employee Stock Option (right to buy) ⁽⁴⁾

$ 24.7362

01/03/2006

11,053

⁽⁵⁾

01/26/2009

CBS Class B common stock

11,053

⁽⁶⁾

11,053

Employee Stock Option (right to buy) ⁽⁴⁾

$ 28.9924

01/03/2006

517

⁽⁵⁾

03/31/2009

CBS Class B common stock

517

⁽⁶⁾

517

Employee Stock Option (right to buy) ⁽⁴⁾

$ 44.1875

01/03/2006

20,725

⁽⁵⁾

01/25/2010

CBS Class B common stock

20,725

⁽⁶⁾

20,725

Employee Stock Option (right to buy) ⁽⁴⁾

$ 41.0464

01/03/2006

412

⁽⁵⁾

04/01/2010

CBS Class B common stock

412

⁽⁶⁾

412

Employee Stock Option (right to buy) ⁽⁴⁾

$ 43.3473

01/03/2006

19,101

⁽⁵⁾

01/31/2011

CBS Class B common stock

19,101

⁽⁶⁾

19,101

Employee Stock Option (right to buy) ⁽⁴⁾

$ 33.8965

01/03/2006

589

⁽⁵⁾

04/01/2011

CBS Class B common stock

589

⁽⁶⁾

589

Employee Stock Option (right to buy) ⁽⁴⁾

$ 31.0184

01/03/2006

25,468

⁽⁵⁾

01/30/2012

CBS Class B common stock

25,468

⁽⁶⁾

25,468

Employee Stock Option (right to buy) ⁽⁴⁾

$ 37.4067

01/03/2006

641

⁽⁵⁾

03/30/2012

CBS Class B common stock

641

⁽⁶⁾

641

Employee Stock Option (right to buy) ⁽⁴⁾

$ 29.3537

01/03/2006

31,199

⁽⁷⁾

01/26/2013

CBS Class B common stock

31,199

⁽⁶⁾

31,199

Employee Stock Option (right to buy) ⁽⁴⁾

$ 30.8849

01/03/2006

38,203

⁽⁵⁾

01/29/2013

CBS Class B common stock

38,203

⁽⁶⁾

38,203

Employee Stock Option (right to buy) ⁽⁴⁾

$ 29.6913

01/03/2006

1,179

04/01/2006

03/28/2013

CBS Class B common stock

1,179

⁽⁶⁾

1,179

Employee Stock Option (right to buy) ⁽⁴⁾

$ 31.7173

01/03/2006

44,570

⁽⁵⁾

01/28/2014

CBS Class B common stock

44,570

⁽⁶⁾

44,570

Restricted Share Units

⁽⁸⁾

01/03/2006

5,571

⁽⁸⁾

CBS Class B common stock

5,571

⁽⁹⁾

5,571

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ianniello Joseph R 51 WEST 52ND STREET NEW YORK, NY 10019			SVP, Finance and Treasurer

Signatures

/s/ Ianniello, Joseph R.		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)	Acquired pursuant to a merger between CBS Corporation (formerly know as Viacom Inc.) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged 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 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 (CBS) upon completion of the Merger.
(2)	Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Issuer's Excess 401(k) Plan for Designated Senior Executives. Each CBS Corporation Class A Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class A common stock and each CBS Corporation Class B Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock.
(3)	In the Merger, each Viacom Class B Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Class B Phantom Common Stock Units and 0.5 New Viacom Class B Phantom Common Stock Units.
(4)	Right to buy under Issuer's long term incentive plan.
(5)	Current.
(6)	In the Merger each grant of stock options to buy Viacom Class B common stock was converted into a number of stock options to buy CBS Corporation Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 1.273438. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 1.273438.
(7)	These options vest in four equal annual installments beginning on January 26, 2006.
(8)	Each Restricted Share Unit was the economic equivalent of one share of Viacom Class B common stock. The Restricted Share Units will vest in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of shares upon vesting, as described in the following footnote.
(9)	In the Merger each grant of Restricted Share Units of Viacom Class B common stock was converted into a number of Restricted Share Units of CBS Corporation Class B common stock determined by multiplying the number of restricted share units included in the grant before the Merger by 1.273438.

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