8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K


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                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


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        Date of Report (date of earliest event reported): May 10/17, 2001

                                   VIACOM INC.
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             (Exact name of registrant as specified in its charter)


          Delaware                    1-9553                    04-2949533
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(State or other jurisdiction      (Commission File             (IRS Employer
      of incorporation)               Number)                Identification No.)



                     1515 Broadway, New York, New York 10036
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               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 258-6000

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Item 5.       Other Events.

              On May 17, 2001, Viacom Inc., a Delaware corporation ("Viacom"),
closed a sale of $1.4 billion of global debt securities, comprised of 5- and
10-year maturities. Proceeds from the sale of securities were to be used to
repay existing short-term debt.

              Previously, on May 10, 2000, Viacom had announced its intention to
issue these securities. A copy of the press release issued by Viacom dated May
10, 2001 describing Viacom's intention to sell the global debt securities, is
attached hereto as Exhibit 99.1.

Item 7.       Financial Statements and Exhibits.

              (a) The following exhibit is filed as part of this report on
                  Form 8-K:

                  99.1 Press Release issued by Viacom dated May 10, 2001
                  (relating to a transaction closed on May 17, 2001).



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                                    SIGNATURE

              Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                               VIACOM INC.

                                               By: /s/ Michael D. Fricklas
                                                  ------------------------------
                                                   Name:  Michael D. Fricklas
                                                   Title: Senior Vice President,
                                                          General Counsel and
                                                          Secretary





Date:  June 1, 2001


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                                  EXHIBIT INDEX


Exhibit No.         Description
- -----------         -----------

99.1                Press Release issued by Viacom dated May 10, 2001 (relating
                    to a transaction closed on May 17, 2001).




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EX-99.1

                                                                    EXHIBIT 99.1

            [The transaction described below closed on May 17, 2001.]

              VIACOM TO SELL $1.4 BILLION IN GLOBAL DEBT SECURITIES


New York, NY, May 10, 2001 - Viacom Inc. (NYSE: VIA, VIA.B) has announced its
intention to sell $1.4 billion of global debt securities to be comprised of a
$400 million addition to its 6.4% Senior Notes due in 2006, and a new $1 billion
issue of 6.625% Senior Notes maturing in 2011. Proceeds from the sale of
securities will be used to repay existing short-term debt.

This offering is a reflection of Viacom's strong balance sheet and the financing
opportunities available to us because of our investment grade ratings," said
Richard Bressler, Senior Executive Vice President and Chief Financial Officer of
Viacom. "Additionally, these securities take advantage of an attractive market
and enable us to convert short-term borrowings into long-term maturities."

Viacom is the No. 1 platform in the world for advertisers, with preeminent
positions in broadcast and cable television, radio, outdoor advertising, and
online. With programming that appeals to audiences in every demographic category
across virtually all media, the company is a leader in the creation, promotion,
and distribution of entertainment, news, sports, and music. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount Pictures, Infinity
Broadcasting, UPN, TNN: The National Network, CMT: Country Music Television,
Showtime, Blockbuster, and Simon & Schuster. More information about Viacom and
its businesses is available at www.viacom.com.

The global debt securities to be offered have not been and will not be
registered under the Securities Act of 1933, or any state securities laws, and
may not be offered or sold in the United States absent registration under, or an
applicable exemption from, the registration requirements of the Securities Act
of 1933 and applicable state securities laws.

Contacts:

Media
Carl Folta        212-258-6352
Susan Duffy       212-258-6347

Investors
Marty Shea        212-258-6515
Jim Bombassei     212-258-6377