Edgar Filing: MOONVES LESLIE

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOONVES LESLIE

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)
Co-President & Co-COO

(Last)

(First)

(Middle)

1515 BROADWAY

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

(Street)

NEW YORK, NY 10036

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)
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)
Class B common stock	12/31/2005		D		19,730 ⁽¹⁾	D	⁽²⁾	0	D
Class B common stock	12/31/2005		D		775 ⁽¹⁾	D	⁽²⁾	0	I	By 401(k)
Class B common stock	12/31/2005		D		542	D	⁽²⁾	0	I	By IRA
Class B common stock	12/31/2005		D		16	D	⁽²⁾	0	I	By Reporting Person's children
Class B common stock	12/31/2005		D		573	D	⁽²⁾	0	I	By Spouse - 401(k) Plan ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Phantom Common Stock Units

⁽⁶⁾

12/31/2005

2,033

⁽⁶⁾

Class B common stock

2,033

⁽⁵⁾

Class B Phantom Common Stock Units

⁽⁶⁾

12/31/2005

315

⁽⁶⁾

Class B common stock

315

⁽⁵⁾

By Spouse's Excess 401(k) account. ⁽³⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 37.81

12/31/2005

992

04/01/2006

03/28/2013

Class B common stock

992

⁽¹⁰⁾

By Spouse ⁽³⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 39.01

12/31/2005

1,025

04/01/2007

03/31/2014

Class B common stock

1,025

⁽¹⁰⁾

By Spouse ⁽³⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 47.635

12/31/2005

462

⁽⁹⁾

03/30/2012

Class B common stock

462

⁽¹⁰⁾

By Spouse ⁽³⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 34.87

12/31/2005

1,291

04/01/2008

03/31/2015

Class B common stock

1,291

⁽¹⁰⁾

By Spouse ⁽³⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 20.04

12/31/2005

125,000 ⁽⁸⁾

⁽⁹⁾

06/16/2007

Class B common stock

125,000

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 52.27

12/31/2005

335

⁽⁹⁾

04/01/2010

Class B common stock

335

⁽¹⁰⁾

By Spouse ⁽³⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 43.165

12/31/2005

487

⁽⁹⁾

04/01/2011

Class B common stock

487

⁽¹⁰⁾

By Spouse ⁽³⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 22.4

12/31/2005

157,326 ⁽⁸⁾

⁽⁹⁾

07/27/2007

Class B common stock

157,326

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 31.5

12/31/2005

135,625 ⁽⁸⁾

⁽⁹⁾

01/26/2009

Class B common stock

135,625

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 36.92

12/31/2005

745 ⁽⁸⁾

⁽⁹⁾

03/31/2009

Class B common stock

745

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 38.42

12/31/2005

542,500 ⁽⁸⁾

⁽⁹⁾

06/13/2009

Class B common stock

542,500

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 56.27

12/31/2005

135,625 ⁽⁸⁾

⁽⁹⁾

01/25/2010

Class B common stock

135,625

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 52.27

12/31/2005

526 ⁽⁸⁾

⁽⁹⁾

04/01/2010

Class B common stock

526

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 54.0625

12/31/2005

378,767 ⁽⁸⁾

⁽⁹⁾

05/25/2010

Class B common stock

378,767

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 43.165

12/31/2005

843 ⁽⁸⁾

⁽⁹⁾

04/01/2011

Class B common stock

843

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 57.01

12/31/2005

184,734 ⁽⁸⁾

⁽⁹⁾

05/23/2011

Class B common stock

184,734

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 47.635

12/31/2005

952 ⁽⁸⁾

⁽⁹⁾

03/30/2012

Class B common stock

952

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 48.16

12/31/2005

304,448 ⁽⁸⁾

⁽⁹⁾

05/22/2012

Class B common stock

304,448

⁽¹⁰⁾

Class B Phantom Common Stock Units

⁽⁴⁾

12/31/2005

175

⁽⁴⁾

Class B common stock

175

⁽⁵⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 39.33

12/31/2005

376,326 ⁽⁸⁾

⁽⁹⁾

01/29/2013

Class B common stock

376,326

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 37.81

12/31/2005

1,441 ⁽⁸⁾

04/01/2006

03/28/2013

Class B common stock

1,441

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 40.69

12/31/2005

992,166 ⁽⁸⁾

⁽⁹⁾

04/11/2013

Class B common stock

992,166

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 40.39

12/31/2005

400,000

⁽⁹⁾

01/28/2014

Class B common stock

400,000

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 39.01

12/31/2005

1,410

04/01/2007

03/31/2014

Class B common stock

1,410

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾ ⁽¹¹⁾

$ 35.51

12/31/2005

500,000

⁽⁹⁾

07/01/2014

Class B common stock

500,000

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 35.51

12/31/2005

1,000,000

⁽¹²⁾

07/01/2014

Class B common stock

1,000,000

⁽¹⁰⁾

Employee Stock Option (right to buy) ⁽⁷⁾

$ 36.92

12/31/2005

203

⁽⁹⁾

03/31/2009

Class B common stock

203

⁽¹⁰⁾

By Spouse ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOONVES LESLIE 1515 BROADWAY NEW YORK, NY 10036			Co-President & Co-COO

Signatures

/s/ Moonves, Leslie		01/04/2006
^**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)	Reflects the disposition of 19,730 shares of Class B common stock held directly and 323 shares of Class B common stock held through a 401(k) account since the Reporting Person's last ownership report pursuant to a domestic relations order.
(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)	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.
(4)	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 was the economic equivalent of one share of Viacom Class B common stock.
(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)	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.
(7)	Right to buy under Issuer's long term incentive plan.
(8)	Reflects the transfer by the Reporting Person of the economic interest in employee stock options covering an aggregate of 1,711,557 shares since his last ownership report pursuant to a domestic relations order.
(9)	Current.
(10)	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.
(11)	Right to buy under Issuer's long term incentive plan.
(12)	This option vests in four equal annual installments beginning on July 1, 2005

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