UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
VIACOM INC.
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(Name of Issuer)
Class A Common Stock, $0.01 Par Value
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(Title of Class of Securities)
925524 10 0
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing
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.)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on the following pages)
Page 1 of 6 Pages
CUSIP NO. 925524-10-0 Schedule 13G Page 2 of 6 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NATIONAL AMUSEMENTS, INC.
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I.R.S. Identification No. 04-2261332
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a) ------------------------------------
/ / (b) ------------------------------------
(3) SEC Use Only ------------------------------------
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(4) Citizenship or Place of Organization Maryland
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----------------- (5) Sole Voting Power 45,547,214
Number of
Shares (6) Shared Voting Power 0
Beneficially
Owned by
Each (7) Sole Dispositive Power 45,547,214
Reporting
Person
With (8) Shared Dispositive Power 0
__________
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
45,547,214
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ---------------------------
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(11) Percent of Class Represented by Amount in Row (9) 85.2%
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(12) Type of Reporting Person (See Instructions) CO
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CUSIP NO. 925524-10-0 Schedule 13G Page 3 of 6 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No.
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a) ---------------------------------------
/ / (b) ---------------------------------------
(3) SEC Use Only --------------------------------------
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(4) Citizenship or Place of Organization United States
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---------------------------------------------------
__________
(5) Sole Voting Power 45,547,294*
Number of
Shares (6) Shared Voting Power 0
Beneficially
Owned by
Each (7) Sole Dispositive Power 45,547,294*
Reporting
Person
With (8) Shared Dispositive Power 0
__________
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
45,547,294*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ---------------------------
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(11) Percent of Class Represented by Amount in Row (9) 85.2%
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(12) Type of Reporting Person (See Instructions) IN
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*Includes shares owned by National Amusements, Inc.
CUSIP NO. 925524-10-0 Schedule 13G Page 4 of 6 Pages
The Schedule 13G, previously filed by the undersigned with
respect to the Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), of Viacom Inc. (the "Company") is
hereby amended as follows:
Item 2(a). Name of Person Filing.
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Item 2(a) is amended and supplemented as follows:
This statement is being filed jointly by (i)
National Amusements, Inc. ("NAI") and (ii) Sumner
M. Redstone, President, Chief Executive Officer,
Chairman of the Board and controlling shareholder
of NAI. NAI and Mr. Redstone are referred to
collectively as the "Reporting Persons".
Item 2(d). Title of Securities.
--------------------
Item 2(d) is amended and supplemented as follows:
Class A Common Stock, par value $0.01 per share
(the "Class A Common Stock").
Item 4. Ownership.
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Item 4 is amended and restated in its entirety as
follows:
(a) Amount Beneficially Owned: NAI beneficially
owned 45,547,214 shares of Class A Common Stock*;
Mr. Redstone beneficially owned 45,547,294
shares of Class A Common Stock* (including
the shares owned by NAI).
(b) Percent of Class: 85.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
45,547,214 shares of Class A Common
Stock with respect to NAI; 45,547,294
shares of Class A Common Stock with
respect to Mr. Redstone (including the
shares owned by NAI);
_______________________________
* As of December 31, 1993.
CUSIP NO. 925524-10-0 Schedule 13G Page 5 of 6 Pages
(ii) shared power to vote or direct the vote: None;
(iii) sole power to dispose or direct the disposition
of: 45,547,214 shares of Class A Common
Stock with respect to NAI; 45,547,294
shares of Class A Common Stock with
respect to Mr. Redstone (including the
shares owned by NAI);
(iv) shared power to dispose or to direct the
disposition of: None.
NAI previously announced its intention to buy, from
time to time, up to an additional 3,000,000 shares of Viacom
Inc. Class A Common Stock and 2,423,700 shares of Viacom
Inc. Class B Common Stock, par value $0.01 per share (the
"Class B Common Stock"), in connection with a buying program
initiated in August 1987. As of December 31, 1993, NAI had
acquired 1,466,200 shares of Class A Common Stock and
1,908,100 shares of Class B Common Stock pursuant to this
buying program. On August 20, 1993, NAI ceased making
purchases of both Class A Common Stock and Class B Common Stock.
CUSIP NO. 925524-10-0 Schedule 13G Page 6 of 6 Pages
Signatures
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After reasonable inquiry and to the best of your
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(f)(1), we agree that this statement
is filed on behalf of each of us.
Date: February 14, 1994 /s/ Sumner M. Redstone
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Sumner M. Redstone,
Individually
NATIONAL AMUSEMENTS, INC.
/s/ Sumner M. Redstone
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Sumner M. Redstone,
Chairman, President and
Chief Executive Officer