Sec Form 4 Filing - FRICKLAS MICHAEL D @ VIACOM INC - 2005-12-31

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 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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1. Name and Address of Reporting Person FRICKLAS MICHAEL D 2. Issuer Name and Ticker or Trading Symbol VIACOM INC [ VIA, VIAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, General Counsel & Sec'y (Last) (First) (Middle) 1515 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2005 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A common stock 12/31/2005 D 46 D 0 I By 401(k) Class B common stock 12/31/2005 D 1,459 D 0 I By 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Class A Phantom Common Stock Units ( 3 ) 12/31/2005 D 27.0164 ( 3 ) ( 3 ) Class A common stock 27.0164 ( 4 ) 0 D Class B Phantom Common Stock Units ( 3 ) 12/31/2005 D 5,309 ( 3 ) ( 3 ) Class B common stock 5,309 ( 5 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 17.5 12/31/2005 D 50,000 ( 7 ) 08/01/2006 Class B common stock 50,000 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 15.25 12/31/2005 D 100,000 ( 7 ) 08/01/2007 Class B common stock 100,000 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 41.9375 12/31/2005 D 110,000 ( 7 ) 08/01/2009 Class B common stock 110,000 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 54.0625 12/31/2005 D 100,000 ( 7 ) 05/25/2010 Class B common stock 100,000 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 55.2 12/31/2005 D 75,000 ( 7 ) 01/31/2011 Class B common stock 75,000 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 39.5 12/31/2005 D 85,000 ( 7 ) 01/30/2012 Class B common stock 85,000 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 37.38 12/31/2005 D 133,249 ( 9 ) 01/26/2013 Class B common stock 133,249 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 39.33 12/31/2005 D 125,000 ( 7 ) 01/29/2013 Class B common stock 125,000 ( 8 ) 0 D Employee Stock Option (right to buy) ( 6 ) $ 40.39 12/31/2005 D 125,000 ( 7 ) 01/28/2014 Class B common stock 125,000 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRICKLAS MICHAEL D 1515 BROADWAY NEW YORK, NY10036 EVP, General Counsel & Sec'y Signatures /s/ Fricklas, Michael D. 01/04/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class A common stock for each share of Viacom Class A common stock, with cash in lieu of any fractional shares of CBS Corporation Class A common stock and New Viacom Class A common stock. 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 and the opening price of New Viacom Class A common stock on the New York Stock Exchange was $40.00 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger. ( 2 )Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange 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 for each share of 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 upon completion of the Merger. ( 3 )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 A Phantom common stock unit was the economic equivalent of one share of Viacom Class A common stock and each Viacom Class B Phantom common stock unit was the economic equivalent of one share of Viacom Class B common stock. ( 4 )In the Merger, each Viacom Class A Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Phantom Class A Common Stock Units and 0.5 New Viacom Class A Phantom Common Stock Units. ( 5 )In the Merger, each Viacom Class B Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Phantom Class B Common Stock Units and 0.5 New Viacom Class B Phantom Common Stock Units. ( 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 New Viacom Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.792802. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 0.792802. ( 9 )This option vests in four equal annual installments beginning on January 26, 2006.

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