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April 16, 2001

                                                        [LOGO OF VIACOM]

Dear Fellow Stockholder,

It is with great pleasure that we report on the year 2000, a momentous year in
which we exceeded the financial and management goals we set for ourselves--and
clearly demonstrated the power of the Viacom/CBS union.

Indeed, as we look back it's astounding how much was accomplished: We not only
completed the merger and quickly integrated operations, but also continued to
expand Viacom's presence in the fastest-growing areas of our business through
internal growth and smart, accretive acquisitions. We bought more than two dozen
radio stations and six outdoor businesses, and initiated the acquisitions of
powerhouse cable television brand BET and the 36% interest in Infinity
Broadcasting that we didn't already own. We began harnessing synergies in every
corner of the company, leveraging every single programming, distribution, and
advertising advantage we have to attract audiences and advertisers--and
incremental dollars. We also bought back $1.95 billion of Viacom stock.

Our financial results clearly reflect those accomplishments: On a reported
basis, full year 2000 revenues climbed 56% to $20.04 billion and EBITDA rose 69%
to $3.54 billion. On full year 2000 pro forma revenues of $23.36 billion, EBITDA
exceeded our target of $5 billion to a record $5.02 billion, an 18% increase
over 1999. Our fastest-growing businesses--cable networks, broadcast television,
and Infinity--generated double-digit ad sales and cash flow growth,
outperforming their respective industries.

We're proud of our ability to churn out prodigious amounts of free cash flow
because that is what ultimately translates into shareholder wealth. In fact, we
turned 50% of our pro forma EBITDA into free cash flow in 2000. Total pro forma
free cash flow was up more than 170% to $2.5 billion in 2000, giving us
tremendous flexibility to make cash flow accretive acquisitions, to pay down
debt, and to buy back stock. In upgrading our debt to single A minus, Standard &
Poor's recently cited our strong cash flow growth, as well as our consistent and
strategic use of equity and financial discipline.

As for our operating results, the accomplishments are as impressive as the
numbers:

In the Television Segment, the CBS Television Network continued its
extraordinary performance, strengthening its ratings in key demographics and
reducing its median age. Its summer reality series Survivor turned out to be a
huge hit, transforming the face of network television. Building on that
momentum, CBS turned out the strongest freshman class of the new season, with
the No. 1 and No. 2 new dramas, CSI: Crime Scene Investigation and The District,
respectively, and one of the top new comedies, Yes, Dear. Nickelodeon's Nick Jr.
on CBS was No. 1 with young viewers, tripling CBS's key kid demographics on
Saturday morning. In late night, Late Show with David Letterman and Late Late
Show with Craig Kilborn posted year-to-year increases. 60 Minutes maintained its


position as the top newsmagazine. In sports, CBS turned in another winning
performance, with top properties like the NFL, The Masters, and the NCAA Final
Four.

CBS continues to make dramatic gains in 2001, spurred by Super Bowl XXXV, a
February Sweeps victory, the NCAA Tournament, The Grammys, and the winning
combination of Survivor: The Australian Outback and CSI on Thursday nights, the
most profitable night on television. CBS moved ahead of the competition into the
No. 1 spot in households, viewers, and key adult demos.

The CBS Television Stations Division performed strongly in 2000. With six major-
market duopolies and coverage in every one of the Top 10 markets and 18 of the
Top 20, our 35-station group ranks No. 1 in delivering local audiences by a
large margin.

UPN continued its growth trajectory, with double-digit ratings growth in adults
18-49 for the year, driven by its strategy of aiming at young male demographics
with WWF Smackdown! and other male-oriented action shows.

Television also benefited from the production and syndication strength of its
Paramount Television, King World, and CBS Enterprises units. Viacom churns out
more than two dozen hours of primetime programming, including such hits as
Frasier, Judging Amy, and Becker. Add our first-run syndicated shows--Oprah,
Wheel of Fortune, Jeopardy!, Judge Judy, Entertainment Tonight--and total
production jumps to over 75 hours. We have the top five regularly scheduled
shows in first-run, and are a force in off-network syndication, with 20 hits
like Frasier, Walker, Texas Ranger, and Sabrina: The Teenage Witch.

Our Cable Networks Segment continued to generate superior financial results,
with double-digit revenue and EBITDA growth. MTV Networks' core brands of MTV,
VH1, and Nickelodeon attracted record audiences. MTV has been the No. 1 cable
network for its core 12- to 24-year-old audience for 16 consecutive quarters;
VH1 posted the highest concentration of 18-49s in cable; and Nickelodeon
finished its fifth year as the highest-rated cable network and the top network
for kids 2-11. TV Land, with over 50 million subscribers, continued its
remarkable growth story with gains in revenues, subscribers, and cash flow, led
by ad sales gains of 70%.

CMT and TNN made great progress as part of MTV Networks. CMT gained subscribers
and TNN has been re-branded The National Network, the television destination for
the best in pop entertainment. With help from powerhouse programming from WWF,
TNN shot into the Top 10 in primetime in adults 18-49, ranking No. 8 at the end
of 2000, up from No. 19 the year before.

And let's not forget our emerging networks, which continued to grow rapidly and
will benefit from the installation of digital broadband networks, including
MTV2, now in 32 million homes, and MTV Networks' Suite of digital music and kids
services.

Internationally, MTV is ubiquitous, with 30 channels reaching more than 330
households in 140 countries and growing briskly. Recent launches include MTV
Spain, MTV France, MTV Netherlands, and MTV Japan. Nickelodeon is growing
rapidly overseas as well, with 21 channels reaching 300 million homes. Nick
launched in Hungary and New Zealand last year, recently debuted in Singapore,
and will soon enter China.

Black Entertainment Television, which joined the Viacom family in January 2001,
is a powerful, well-established brand with significant potential for growth in
advertising revenue, distribution, and affiliate fees. BET is in 14 countries
overseas, and will steadily expand its presence.

In the premium cable television category, Showtime continued to push the
boundaries of television with edgy, award-winning programming that fueled
subscriber growth and double-digit EBITDA gains.


Our Infinity Segment continued to demonstrate that radio and outdoor advertising
are a powerful and profitable combination. By pairing these assets in many major
markets, and complementing them with our major-market television stations, we
offer advertisers valuable exposure that no other media company can match. In
2000, Infinity enjoyed double-digit pro forma revenue and EBITDA growth,
generated by across-the-board sales increases at both radio stations and outdoor
advertising businesses. By buying in Infinity's outstanding shares, Viacom will
now fully benefit from the more than $1 billion in net free cash flow that
Infinity generates annually.

Infinity's radio operations are distinguished by very high margins and minimal
capital expenditures, and is superbly positioned to outperform the industry:
More than 90% of its more than 180 stations are in major markets. In 30 of its
41 markets, Infinity ranked first or second and captured over 25% of the revenue
in 2000. Infinity operated six of the nation's top 10 radio stations, including
the No. 1-billing AM station, WFAN New York, and the No. 1-billing FM station,
WXRK New York. Infinity completed acquisitions of 26 radio stations last year,
adding seven new Top 50 markets.

Infinity's outdoor group, comprised of Infinity Outdoor and TDI, is the world's
largest out-of-home advertising operation. In 2000, the group made a big push
overseas, acquiring outdoor advertising companies in Italy, France, Holland,
Canada, and Finland. In the U.S., TDI expanded its highly successful "station
domination" advertising package, which allows a single advertiser to blanket a
municipal transit hub--a train or bus station--with its campaign.

The Entertainment Segment benefited from another high-profile and high-profit
performance at the Paramount studio, with such hits as Mission: Impossible 2,
the biggest worldwide box office success in 2000, grossing over $545 million.
The studio also successfully released What Women Want with Mel Gibson,
Nickelodeon's Rugrats in Paris, and MTV Films' The Original Kings of Comedy, as
well as home video successes Mission: Impossible 2, Snow Day, and Shaft. We're
excited about our 2001 slate, which kicked off with the hit Save the Last Dance,
MTV's hip-hop musical drama, which has generated nearly $90 million and cost
just $23 million to produce. Potential blockbusters include the Simon West film
Tomb Raider and Tom Cruise's romantic comedy Vanilla Sky.

Paramount Parks continued its legacy of opening first-of-a-kind roller coasters,
such as Son of Beast, the world's tallest, fastest, and only looping wooden
coaster, and Stealth, the world's first "flying" coaster, as well as capitalized
on synergies by opening Nickelodeon Central, a three-acre themed area based on
Nickelodeon characters, and Survivor LIVE events, including castaway
appearances.

In the Video Segment, Blockbuster reported strong financial results, achieving
its third consecutive year of same-store revenue growth, boosting its share to
36% of the video rental market, and posting its best holiday season ever. Far
and away the leader in rentable home entertainment, Blockbuster is benefiting
from the brisk growth of DVD rentals--already commanding over 40% of the
domestic DVD rental market ... and counting.

Blockbuster also has been staking its claim in new home entertainment arenas,
including satellite pay-per-view and video-on-demand. Blockbuster sold over
100,000 units for DirecTV in the last three months of 2000, establishing itself
as one of DirecTV's top retailers and generating residual revenue and more
traffic for our stores. Blockbuster intends to co-brand DirecTV's pay-per-view
movie channels later this year, positioning its brand in the pay-per-view
marketplace. Blockbuster also recently announced an important strategic alliance
with RadioShack for a consumer electronics "store within a store" concept at
Blockbuster locations.


The Internet is another vital piece of the Viacom growth story. While business
models continue to evolve, we have carved out a rational and growing position.
The MTVi Group--20 sites for music fans worldwide--was the No. 1 music
entertainment network on the Web in 2000. Nickelodeon Online consists of six
sites for kids and parents. We recently moved CBS.com and CBS News.com under
their respective programming umbrellas, in line with our strategy to keep our
online brands close to their television brands. We also have significant
positions in high-profile sites for sports, entertainment, finance, and health.

In Publishing, Simon & Schuster continued to rack up bestsellers with 87 on the
New York Times list in 2000, including Stephen King's Hearts in Atlantis and
Gary Zukav's Seat of the Soul. Seven titles hit No. 1 on the list, including
Mary Higgins Clark's Before I Say Goodbye and Linda Cobb's Talking Dirty with
the Queen of Clean. In addition, S&S published its first full season of e-books,
featuring titles from every S&S division.

As Viacom stockholders, you can count on us to manage this company with one
clear objective: creating shareholder wealth. We will grow revenues, while
holding the line on expenses. We will generate significant free cash flow. We
will make smart internal investments and strategic, accretive acquisitions in
core fast-growth operations. And we will continue to build value through share
purchase initiatives, such as our completed $1 billion program and our newly
announced $2 billion program.

Viacom will also maintain its strong heritage of positive corporate citizenship-
-through the quality of the content we create, through support of important
causes, through efforts to promote diversity, and through continued commitment
to independence and excellence in news programming and serving the local
communities in which we broadcast.

Above all, you can count on Viacom to continue to distinguish itself both
creatively and financially--no matter what the economic or competitive
challenges. We have the best creative and sales talent in the business and you
can count on us to outperform the industry ... to stand apart from our peers ...
to stay ahead of the pack.

We'd like to thank our incredible management team and employees worldwide for
making 2000 a record-setting year--and thank you for your continuing investment
and support. Viacom is one of the most remarkable growth stories in our industry
today--a distinction we intend to hold for many years to come.


Sincerely,


/s/ Sumner M. Redstone                  /s/ Mel Karmazin

Sumner M. Redstone                      Mel Karmazin
Chairman of the Board and               President and
Chief Executive Officer                 Chief Operating Officer



PS: We invite you to visit the Viacom site on the World Wide Web
(http://www.viacom.com).