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 *
FOLTA CARL D
   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)
EVP, Corporate Relations
(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   64 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
Employee Stock Option (right to buy) (2) $ 15.25 12/31/2005   D     50,000   (3) 08/01/2007 Class B common stock 50,000 (4) 0 D  
Employee Stock Option (right to buy) (2) $ 41.9375 12/31/2005   D     40,000   (3) 08/01/2009 Class B common stock 40,000 (4) 0 D  
Employee Stock Option (right to buy) (2) $ 70 12/31/2005   D     10,000   (3) 08/01/2010 Class B common stock 10,000 (4) 0 D  
Employee Stock Option (right to buy) (2) $ 55.2 12/31/2005   D     30,000   (3) 01/31/2011 Class B common stock 30,000 (4) 0 D  
Employee Stock Option (right to buy) (2) $ 39.5 12/31/2005   D     35,000   (3) 01/30/2012 Class B common stock 35,000 (4) 0 D  
Employee Stock Option (right to buy) (2) $ 37.38 12/31/2005   D     31,091   (5) 01/26/2013 Class B common stock 31,091 (4) 0 D  
Employee Stock Option (right to buy) (2) $ 39.33 12/31/2005   D     40,000   (3) 01/29/2013 Class B common stock 40,000 (4) 0 D  
Employee Stock Option (right to buy) (2) $ 40.39 12/31/2005   D     40,000   (3) 01/28/2014 Class B common stock 40,000 (4) 0 D  
Restricted Stock Units (6) 12/31/2005   D     5,618   (6)   (6) Class B common stock 5,618 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FOLTA CARL D
1515 BROADWAY
NEW YORK, NY 10036		       EVP, Corporate Relations  

Signatures

 /s/ Folta, Carl D.   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) Right to buy under Issuer's long term incentive plan.
(3) Current.
(4) 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.
(5) This option vests in four equal annual installments beginning on January 26, 2006.
(6) 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.
(7) In the Merger, each grant of Restricted Share Units of Viacom Class B common stock was converted into an equal number of Restricted Share Units of CBS Corporation Class B common stock and Restricted Share Units of New Viacom Class B common stock determined by multiplying the number of restricted share units included in the grant before the Merger by 0.488609.

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