SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOONVES LESLIE

(Last)

(First)

(Middle)

51 WEST 52ND STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CBS Class B common stock	12/31/2005		A		9,865	A	⁽¹⁾	9,865	D
CBS Class B common stock	12/31/2005		A		387	A	⁽¹⁾	387	I	By 401(k)
CBS Class B common stock	12/31/2005		A		271	A	⁽¹⁾	271	I	By IRA
CBS Class B common stock	12/31/2005		A		8	A	⁽¹⁾	8	I	By Reporting Person's children
CBS Class B common stock	12/31/2005		A		286	A	⁽¹⁾	286	I	By Spouse - 401(k) Plan⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Phantom Common Stock Units	⁽³⁾	12/31/2005		A		87		⁽³⁾	⁽³⁾	CBS Class B common stock	87	⁽⁴⁾	87	D
Class B Phantom Common Stock Units	⁽⁵⁾	12/31/2005		A		1,016		⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	1,016	⁽⁴⁾	1,016	D
Class B Phantom Common Stock Units	⁽⁵⁾	12/31/2005		A		157		⁽⁵⁾	⁽⁵⁾	CBS Class B common stock	157	⁽⁴⁾	157	I	By Spouse's Excess 401(k) Plan
Employee Stock Option (right to buy)⁽⁶⁾	$15.737	01/03/2006		A		159,180		⁽⁷⁾	06/16/2007	CBS Class B common stock	159,180	⁽⁸⁾	159,180	D
Employee Stock Option (right to buy)⁽⁶⁾	$17.5902	01/03/2006		A		200,344		⁽⁷⁾	07/27/2007	CBS Class B common stock	200,344	⁽⁸⁾	200,344	D
Employee Stock Option (right to buy)⁽⁶⁾	$24.7362	01/03/2006		A		172,710		⁽⁷⁾	01/26/2009	CBS Class B common stock	172,710	⁽⁸⁾	172,710	D
Employee Stock Option (right to buy)⁽⁶⁾	$28.9924	01/03/2006		A		949		⁽⁷⁾	03/31/2009	CBS Class B common stock	949	⁽⁸⁾	949	D
Employee Stock Option (right to buy)⁽⁶⁾	$30.1703	01/03/2006		A		690,840		⁽⁷⁾	06/13/2009	CBS Class B common stock	690,840	⁽⁸⁾	690,840	D
Employee Stock Option (right to buy)⁽⁶⁾	$44.1875	01/03/2006		A		172,710		⁽⁷⁾	01/25/2010	CBS Class B common stock	172,710	⁽⁸⁾	172,710	D
Employee Stock Option (right to buy)⁽⁶⁾	$41.0464	01/03/2006		A		670		⁽⁷⁾	04/01/2010	CBS Class B common stock	670	⁽⁸⁾	670	D
Employee Stock Option (right to buy)⁽⁶⁾	$42.454	01/03/2006		A		482,336		⁽⁷⁾	05/25/2010	CBS Class B common stock	482,336	⁽⁸⁾	482,336	D
Employee Stock Option (right to buy)⁽⁶⁾	$33.8965	01/03/2006		A		1,074		⁽⁷⁾	04/01/2011	CBS Class B common stock	1,074	⁽⁸⁾	1,074	D
Employee Stock Option (right to buy)⁽⁶⁾	$44.7686	01/03/2006		A		235,248		⁽⁷⁾	05/23/2011	CBS Class B common stock	235,248	⁽⁸⁾	235,248	D
Employee Stock Option (right to buy)⁽⁶⁾	$37.4067	01/03/2006		A		1,212		⁽⁷⁾	03/30/2012	CBS Class B common stock	1,212	⁽⁸⁾	1,212	D
Employee Stock Option (right to buy)⁽⁶⁾	$37.8189	01/03/2006		A		387,696		⁽⁷⁾	05/22/2012	CBS Class B common stock	387,696	⁽⁸⁾	387,696	D
Employee Stock Option (right to buy)⁽⁶⁾	$30.8849	01/03/2006		A		479,228		⁽⁷⁾	01/29/2013	CBS Class B common stock	479,228	⁽⁸⁾	479,228	D
Employee Stock Option (right to buy)⁽⁶⁾	$29.6913	01/03/2006		A		1,835		04/01/2006	03/28/2013	CBS Class B common stock	1,835	⁽⁸⁾	1,835	D
Employee Stock Option (right to buy)⁽⁶⁾	$31.9529	01/03/2006		A		1,263,463		⁽⁷⁾	04/11/2013	CBS Class B common stock	1,263,463	⁽⁸⁾	1,263,463	D
Employee Stock Option (right to buy)⁽⁶⁾	$31.7173	01/03/2006		A		509,375		⁽⁷⁾	01/28/2014	CBS Class B common stock	509,375	⁽⁸⁾	509,375	D
Employee Stock Option (right to buy)⁽⁶⁾	$30.6337	01/03/2006		A		1,796		04/01/2007	03/31/2014	CBS Class B common stock	1,796	⁽⁸⁾	1,796	D
Employee Stock Option (right to buy)⁽⁶⁾	$27.8852	01/03/2006		A		636,719		⁽⁷⁾	07/01/2014	CBS Class B common stock	636,719	⁽⁸⁾	636,719	D
Employee Stock Option (right to buy)⁽⁶⁾	$27.8852	01/03/2006		A		1,273,438		⁽⁹⁾	07/01/2014	CBS Class B common stock	1,273,438	⁽⁸⁾	1,273,438	D
Employee Stock Option (right to buy)⁽⁶⁾	$28.9924	01/03/2006		A		258		⁽⁷⁾	03/31/2009	CBS Class B common stock	258	⁽⁸⁾	258	I	By Spouse⁽²⁾
Employee Stock Option (right to buy)⁽⁶⁾	$41.0464	01/03/2006		A		426		⁽⁷⁾	04/01/2010	CBS Class B common stock	426	⁽⁸⁾	426	I	By Spouse⁽²⁾
Employee Stock Option (right to buy)⁽⁶⁾	$33.8965	01/03/2006		A		620		⁽⁷⁾	04/01/2011	CBS Class B common stock	620	⁽⁸⁾	620	I	By Spouse⁽²⁾
Employee Stock Option (right to buy)⁽⁶⁾	$37.4067	01/03/2006		A		588		⁽⁷⁾	03/30/2012	CBS Class B common stock	588	⁽⁸⁾	588	I	By Spouse⁽²⁾
Employee Stock Option (right to buy)⁽⁶⁾	$29.6913	01/03/2006		A		1,263		04/01/2006	03/28/2013	CBS Class B common stock	1,263	⁽⁸⁾	1,263	I	By Spouse⁽²⁾
Employee Stock Option (right to buy)⁽⁶⁾	$30.6337	01/03/2006		A		1,305		04/01/2007	03/31/2014	CBS Class B common stock	1,305	⁽⁸⁾	1,305	I	By Spouse⁽²⁾
Employee Stock Option (right to buy)⁽⁶⁾	$27.3826	01/03/2006		A		1,644		04/01/2008	03/31/2015	CBS Class B common stock	1,644	⁽⁸⁾	1,644	I	By Spouse⁽²⁾

Explanation of Responses:

1. Acquired pursuant to a merger between CBS Corporation (formerly know as Viacom Inc.) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged 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 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 (CBS) upon completion of the Merger.

2. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.

3. Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the CBS Supplemental Employee Investment Fund. Each Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock.

4. In the Merger, 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.

5. Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Issuer's Excess 401(k) Plan for Designated Senior Executives. Each CBS Corporation Class A Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class A common stock and each CBS Corporation Class B Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock.

6. Right to buy under Issuer's long term incentive plan.

7. Current.

8. 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.

9. This option vests in four equal annual installments beginning on July 1, 2005.

Remarks:

	/s/ Moonves, Leslie	01/04/2006
	** 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 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).
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.