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 * ANDELMAN DAVID 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) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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) Code V Amount (A) or (D) Price

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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
Director Stock Option (right to buy) (1)	$ 42.6013	01/03/2006		A		12,734		(2)	12/14/2010	CBS Class B common stock	12,734	(3)	12,734	D
Director Stock Option (right to buy) (1)	$ 43.3473	01/03/2006		A		3,820		(2)	01/31/2011	CBS Class B common stock	3,820	(3)	3,820	D
Director Stock Option (right to buy) (1)	$ 31.4032	01/03/2006		A		3,820		(2)	01/31/2012	CBS Class B common stock	3,820	(3)	3,820	D
Director Stock Option (right to buy) (1)	$ 30.2724	01/03/2006		A		3,820		(2)	01/31/2013	CBS Class B common stock	3,820	(3)	3,820	D
Director Stock Option (right to buy) (1)	$ 31.6467	01/03/2006		A		5,093		(4)	01/31/2014	CBS Class B common stock	5,093	(3)	5,093	D
Director Stock Option (right to buy) (1)	$ 29.3222	01/03/2006		A		5,093		(5)	01/31/2015	CBS Class B common stock	5,093	(3)	5,093	D
Phantom Class A Common Stock Units	(6)	12/31/2005		A		2,281		(6)	(6)	CBS Class A common stock	2,281	(7)	2,281	D
Phantom Class B Common Stock Units	(6)	12/31/2005		A		2,298		(6)	(6)	CBS Class B common stock	2,298	(7)	2,298	D
Restricted Share Units (8)	(9)	01/03/2006		A		1,990		(9)	(9)	CBS Class B common stock	1,990	(10)	1,990	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ANDELMAN DAVID R 51 WEST 52ND STREET NEW YORK, NY 10019	X

Signatures

/s/ Andelman, David 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)	Right to buy under Issuer's stock option plan for outside directors.
(2)	Current.
(3)	Acquired pursuant to a merger between CBS Corporation (formerly know as Viacom Inc.) and Viacom Merger Sub Inc. (the Merger). 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. 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. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger.
(4)	These options vest in three equal annual installments beginning on January 31, 2005.
(5)	These options vest in three equal annual installments beginning on January 31, 2006.
(6)	Phantom Common Stock Units are paid out after the Director's retirement from the Board and are settled in cash. Each Phantom Class A Common Stock Unit is the economic equivalent of one share of CBS Corporation Class A common stock and each Phantom Class B Common Stock Unit is the economic equivalent of one share of CBS Corporation Class B common stock.
(7)	In the Merger, each Viacom Class A Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Class A Phantom Common Stock Units and 0.5 New Viacom Class A Phantom Common Stock Units and 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. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class A common stock on the New York Stock Exchange was $25.60 per share, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share, the opening price of New Viacom Class A common stock on the New York Stock Exchange was $40.00 per share and the opening price of New Viacom Class B common stock on the New York Stock Exchange was $41.12 per share.
(8)	Granted under the Issuer's 2005 RSU Plan for Outside Directors.
(9)	The Restricted Share Units will vest May 26, 2006 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting, unless the Reporting Person has elected to defer settlement.
(10)	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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