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 * 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) 02/07/2005 (Street) NEW YORK, NY 10036 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 02/07/2005   D   1,986,752 (1) D $ 37.7508 (2) 96,018,779 I By NAIRI, Inc. (3) Class B common stock               10,080 D   Class B common stock               264 I By 401(k) Class B common stock               200 I By Spouse

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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
NAIRI INC 200 ELM STREET DEDHAM, MA 02026	X	X
NATIONAL AMUSEMENTS INC /MD/ 200 ELM STREET DEDHAM, MA 02026	X	X

Signatures

By: /s/ Michael D. Fricklas, Attorney-in-Fact		02/09/2005
**Signature of Reporting Person		Date
By: /s/ Richard J. Sherman, Vice President		02/09/2005
**Signature of Reporting Person		Date
By: /s/ Richard J. Sherman, Vice President		02/09/2005
**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)	Shares sold to Viacom pursuant to a previously disclosed agreement among NAIRI, Inc. (NAIRI), National Amusements Inc. (NAI) and Viacom Inc. pursuant to which NAIRI and NAI participate in Viacom's stock purchase program on a pro-rata basis.
(2)	Calculated in accordance with the terms of the agreement referred to in footnote 1.
(3)	These securities are owned directly by NAIRI, but may also be deemed to be beneficially owned by (1) NAIRI's parent corporation, NAI, and (2) Sumner M. Redstone, who is the controlling stockholder of NAI.

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