SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gill Charest Katherine

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2010

3. Issuer Name and Ticker or Trading Symbol
Viacom Inc. [ VIA, VIAB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Controller

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	2,881	D
Class B Common Stock	481	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	06/08/2018	Class B Common Stock	6,110	$32.55	D
Restricted Share Units⁽³⁾	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	638	⁽⁴⁾	D
Restricted Share Units⁽³⁾	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,586	⁽⁵⁾	D
Restricted Share Units⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	2,955	⁽⁶⁾	D
Restricted Share Units⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Class B Common Stock	2,765	⁽⁷⁾	D
Class B Phantom Common Stock Units	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	208	⁽⁸⁾	D

Explanation of Responses:

1. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated December 2, 2008, for no consideration.

2. The Stock Options were granted on June 8, 2010 and will vest in four equal annual installments beginning on June 8, 2011.

3. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated April 12, 2007, for no consideration.

4. The remaining Restricted Share Units, originally granted on May 29, 2007, will vest on May 29, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.

5. The remaining Restricted Share Units, originally granted on June 4, 2008, will vest in two equal annual installments beginning on June 4, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.

6. The remaining Restricted Share Units, originally granted on June 3, 2009, will vest in three equal annual installments beginning on June 3, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.

7. The Restricted Share Units were granted on June 8, 2010, will vest in four equal annual installments beginning on June 8, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.

8. 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 B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock.

Remarks:

	/s/ Michael D. Fricklas, Attorney-in-Fact for Katherine Gill-Charest	10/12/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.