Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
REDSTONE SUMNER M
   2. Issuer Name and Ticker or Trading Symbol
VIACOM INC [VIA, VIAB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
1515 BROADWAY		 3. Date of Earliest Transaction (Month/Day/Year)
12/06/2004
(Street)

NEW YORK, NY 10036		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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)
Code V Amount (A) or (D) Price
Class B common stock 12/06/2004   S   4,532,944 (1) D $ 35.8079 (2) 99,447,754 I (3) By NAIRI, Inc.
Class B common stock               10,080 D  
Class B common stock               264 I By 401(k)
Class B common stock               200 I By Spouse

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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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REDSTONE SUMNER M
1515 BROADWAY
NEW YORK, NY 10036		   X   X   Chairman & CEO  
NAIRI INC
200 ELM STREET
DEDHAM, MA 02026		   X   X    
NATIONAL AMUSEMENTS INC /MD/
200 ELM STREET
DEDHAM, MA 02026		   X   X    

Signatures

 By: /s/ Michael D. Fricklas, Attorney-in-Fact   12/08/2004
**Signature of Reporting Person Date
 By: /s/ Richard J. Sherman, Vice President   12/08/2004
**Signature of Reporting Person Date
 By: /s/ Richard J. Sherman, Vice President   12/08/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares sold to Viacom pursuant to a previously disclosed agreement among NAIRI, Inc. (NAIRI), National Amusements Inc. (NAI) and Viacom Inc. pursuant to which NAIRI and NAI participate in Viacom's stock purchase program on a pro-rata basis.
(2) Calculated in accordance with the terms of the agreement.
(3) These securities are owned directly by NAIRI, but may also be deemed to be beneficially owned by (1) NAIRI's parent corporation, NAI, and (2) Sumner M. Redstone, who is the controlling stockholder of NAI.

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