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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1. Name and Address of Reporting Person * BRISKMAN LOUIS J   2. Issuer Name and Ticker or Trading Symbol VIACOM INC [CBS, CBS.A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and General Counsel (Last) (First) (Middle) 51 WEST 52ND STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2006 (Street) NEW YORK, NY 10019 4. If Amendment, Date 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 (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 CBS Class B common stock 01/03/2006   M   3,965.053 A (1) 13,062.053 D   CBS Class B common stock 01/03/2006   M   2,405.434 A (2) 15,467.487 D   CBS Class B common stock 01/03/2006   F   125.487 D $ 26.5 15,342 D   CBS Class B common stock               1,451 I By 401(k) CBS Class B common stock               2,784 I By Hill's End Partners, L.P. (3)

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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

Putative Debenture

(4)

01/03/2006

M

3,965.053

(5)

(5)

CBS Class B common stock

3,965.053

$ 0

0

D

Putative Debenture

(6)

01/03/2006

M

2,405.434

(5)

(5)

CBS Class B common stock

2,405.434

$ 0

5,141.981

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRISKMAN LOUIS J 51 WEST 52ND STREET NEW YORK, NY 10019			EVP and General Counsel

Signatures

/s/ Briskman, Louis J.		01/05/2006
**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 were acquired upon conversion of an in-the-money Putative Debenture with a conversion ratio of 10.1408 shares per $100 debenture.
(2)	Shares were acquired upon conversion of an in-the-money Putative Debenture with a conversion ratio of 9.7386 shares per $100 debenture.
(3)	By Hill's End Partners, L.P., a family partnership. The Reporting Person disclaims beneficial ownership of the Class B common stock held by the partnership to the extent that he has no pecuniary interest.
(4)	The conversion rate is 10.1408 shares per $100 debenture.
(5)	The Putative Debentures reflect deferral of an award under the Issuer's annual performance plan or long term incentive plan. Putative Debentures convert to shares (if in the money) and are paid in a lump sum or installments following termination of service. Transactions reported herein were triggered by the Reporting Persons termination of previous service with the Issuer in 2002. A tax-withholding feature is associated with the Putative Debentures.
(6)	The conversion rate is 9.7386 shares per $100 debenture.

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