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 [VIA, VIAB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and Treasurer
(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 B common stock 12/31/2005   D   826 D (1) 0 D  
Class B common stock 12/31/2005   D   834 D (1) 0 I By 401(k)

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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 Phantom Common Stock Units (2) 12/31/2005   D     598.4976   (2)   (2) Class B common stock 598.4976 (3) 0 D  
Employee Stock Option (right to buy) (4) $ 31.5 12/31/2005   D     8,680   (5) 01/26/2009 Class B common stock 8,680 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 36.92 12/31/2005   D     406   (5) 03/31/2009 Class B common stock 406 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 56.27 12/31/2005   D     16,275   (5) 01/25/2010 Class B common stock 16,275 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 52.27 12/31/2005   D     324   (5) 04/01/2010 Class B common stock 324 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 55.2 12/31/2005   D     15,000   (5) 01/31/2011 Class B common stock 15,000 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 43.165 12/31/2005   D     463   (5) 04/01/2011 Class B common stock 463 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 39.5 12/31/2005   D     20,000   (5) 01/30/2012 Class B common stock 20,000 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 47.635 12/31/2005   D     504   (5) 03/30/2012 Class B common stock 504 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 37.38 12/31/2005   D     24,500   (7) 01/26/2013 Class B common stock 24,500 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 39.33 12/31/2005   D     30,000   (5) 01/29/2013 Class B common stock 30,000 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 37.81 12/31/2005   D     926 04/01/2006 03/28/2013 Class B common stock 926 (6) 0 D  
Employee Stock Option (right to buy) (4) $ 40.39 12/31/2005   D     35,000   (5) 01/28/2014 Class B common stock 35,000 (6) 0 D  
Restricted Stock Units (8) 12/31/2005   D     4,375   (8)   (8) Class B common stock 4,375 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ianniello Joseph R
1515 BROADWAY
NEW YORK, NY 10036		       SVP 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) 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.
(2) 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.
(3) 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.
(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) This option vests 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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