As filed with the Securities and Exchange Commission (via EDGAR) 
on September 30, 1994
                                                    Registration No. 33 -
_____________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   VIACOM INC.
             (Exact name of registrant as specified in its charter)
                                 ______________
<TABLE>
<S>                               <C>                            <C>
          Delaware                          4841                      04-2949533
(State or other jurisdiction      (Primary Standard Industrial   (I.R.S. Employer
of incorporation or organization) Classification Code Number)    Identification No.)
</TABLE>

                                 200 Elm Street
                           Dedham, Massachusetts 02026
                                 (617) 461-1600
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                      Blockbuster Entertainment Corporation
                  1994, 1990, 1989 and 1987 Stock Options Plans
                    1991 Employee Director Stock Option Plan
                  1991 Non-Employee Director Stock Option Plan
                              (Full name of Plans)

                            Philippe P. Dauman, Esq.
                   Executive Vice President, General Counsel,
                   Chief Administrative Officer and Secretary
                                   Viacom Inc.
                                  1515 Broadway
                            New York, New York  10036
                                 (212) 258-6000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                                 ______________
<TABLE><CAPTION>
                         CALCULATION OF REGISTRATION FEE
                                                            Proposed         Proposed
                                                            Maximum          Aggregate    Amount of
Title of Each Class of                    Amount to         Offering Price   Offering     Registration
Securities To Be Registered             be Registered       Per Unit         Price        Fee
<S>                                     <C>                 <C>              <C>          <C>
Class A Common Stock...............       1,286,381
Class B Common Stock...............      11,970,418  (1)
Variable Common Rights.............      16,079,760                       (2)          (2)  $176,232 (3)
</TABLE>

<PAGE>

(1)       Of the 11,970,418 shares of Class B Common Stock, par value $.01 per
          share ("Class B Common Stock"), of Viacom Inc. being registered
          hereunder, a maximum of 2,223,671 are issuable upon conversion of
          the Variable Contingent Rights of Viacom Inc. ("VCRs").

(2)       Not applicable.

(3)       The registration fee of $176,232 has been calculated as follows:
          (i) one-twenty ninth of one percent of (a) the average of the high and
          low prices on September 26, 1994 as reported on the American Stock
          Exchange Composite tape (the "Average Price") of $38-7/8 for the Class
          A Common Stock, par value $0.01 per share ("Class A Common Stock"),
          multiplied by 1,286,381 shares of Class A Common Stock; (b) the
          Average Price of $36-1/4 of the Class B Common Stock multiplied by
          11,970,418 shares of Class B Common Stock; and (c) the Average Price
          of $1-11/16 of the VCRs multiplied by 16,079,760 VCRs.

<PAGE>

                                     PART II
                                        
               Information Required in the Registration Statement

Item 3.   Information Incorporated by Reference
          -------------------------------------

                    There are hereby incorporated by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission") by Viacom Inc.
(File No. 1-9553) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):

                    1.        Viacom Inc.'s Annual Report on Form 10-K for the
                              year ended December 31, 1993, as amended by 
                              Form 10-K/A Amendment No. 1 dated May 2, 1994;

                    2.        All other reports filed by Viacom Inc. with the
                              Commission since December 31, 1993, pursuant to 
                              Section 13(a) or 15(d) of the Exchange Act; and

                    3.        The description of each class of Common Stock and
                              the VCRs contained in the registration statements
                              therefor under Section 12 of the Exchange Act, 
                              including any amendment or report filed for the 
                              purpose of updating such description.

                    All documents and reports filed by Viacom Inc. pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the dates of filing of such documents or reports.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.             Description of Securities.
                    --------------------------

                    Not applicable.

Item 5.             Interests of Named Experts and Counsel.
                    ---------------------------------------

                    Not applicable.


<PAGE>


Item 6.             Indemnification of Officers and Directors.
                    ------------------------------------------

                    Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or complete
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful.  A Delaware corporation may indemnify such person against expenses
(including attorneys' fees) in actions brought by or in the right of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
other such court shall deem proper.  To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.  The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

                    Section 145 also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute.

                    Article VI of the Restated Certificate of Incorporation of
Viacom Inc. provides for indemnification of the directors, officers, employees
and agents of Viacom Inc. to the full extent currently permitted by the DGCL.

                    In addition, Viacom Inc.'s Restated Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, limits directors'
liability to Viacom Inc. and its stockholders by eliminating liability in
damages for breach of fiduciary duty.  Article VII of Viacom Inc.'s Restated
Certificate of Incorporation provides that neither Viacom Inc. nor its
stockholders may recover damages from Viacom Inc.'s directors for breach of
their fiduciary duties in the performance of their duties as directors of Viacom
Inc.  As limited by Section 102(b), this provision cannot, however, have the
effect of indemnifying any director of Viacom Inc. in the case of liability (i)


<PAGE>

for a breach of the director's duty of loyalty, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any transactions
for which the director derived an improper personal benefit.

Item 7.             Exemption from Registration Claimed.
                    ------------------------------------

                    Not applicable.

Item 8.             Exhibits.
                    ---------
                    4.1       Restated Certificate of Incorporation of Viacom
                              Inc. as filed with the Secretary of State of the 
                              State of Delaware on May 21, 1992 (incorporated by
                              reference to Exhibit 3(a) to the Annual Report on 
                              Form 10-K of Viacom Inc. for the fiscal year ended
                              December 31, 1992, as amended by Form 10-K/A 
                              Amendment No. 1 dated November 29, 1993 and as 
                              further amended by Form 10-K/A Amendment No. 2 
                              dated December 9, 1993 (File No. 1-9553))
                              
                    4.2       Form of Amendment to Restated Certificate of
                              Incorporation of Viacom Inc. (incorporated by 
                              reference to Annex VII to the Joint Proxy 
                              Statement/Prospectus of Viacom Inc. dated 
                              June 6, 1994 (File No. 33-53977))
                              
                    4.3       By-laws of Viacom Inc. (incorporated by reference
                              to Exhibit 3.3 to the Registration Statement on 
                              Form S-4 filed by Viacom Inc. (File No. 33-13812))
                              
                    5         Opinion of Shearman & Sterling as to the legality
                              of the securities being registered
                              
                    23.1      Consent of Price Waterhouse LLP
                    
                    23.2      Consent of Shearman & Sterling (contained in
                              Exhibit 5)
                    
                    24        Powers of Attorney


<PAGE>

Item 9.   Undertakings.
          -------------

                    (a)       The undersigned Registrant hereby undertakes:

                    (1)       To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i)  to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act"); (ii)  to reflect in the
Prospectus any facts or events after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii)  to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                    (2)       That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                    (3)       To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

                    (4)       That, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>

                    (c)       The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the Prospectus to each employee to whom
the Prospectus is sent or given a copy of the Registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the Registrant shall state in the
Prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee.  If the last fiscal year of the Registrant
has ended within 120 days prior to the use of the Prospectus, the annual report
of the Registrant for the preceding fiscal year may be so delivered, but within
such 120 day period  the annual report for the last fiscal year will be
furnished to each such employee.

                    (d)       The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in the plans
who do not otherwise receive such material as stockholders of the Registrant, at
the time and in the manner such material is sent to its stockholders, copies of
all reports, proxy statements and other communications distributed to its
stockholders generally.


<PAGE>

                                   Signatures

                    Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of New York,
State of New York, on September 30, 1994.


                                              VIACOM INC.
                                              (Registrant)


                                          By:  /s/ PHILIPPE P. DAUMAN
                                              -----------------------
                                              Name:  Philippe P. Dauman
                                              Title: Executive Vice President,
                                                General Counsel, Chief
                                                  Administrative Officer
                                                  and Secretary

                    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on
September 30, 1994 in the capacities shown:


          Signature                     Title
          ---------                     -----

               *                 Director
- -----------------------------
George S. Abrams

               *                 
- -----------------------------    Director, President, Chief Executive Officer
Frank J. Biondi, Jr.             (Principal Executive Officer)

/s/ PHILIPPE P. DAUMAN           Director
- -----------------------------
Philippe P. Dauman

               *                 Director
- -----------------------------
William C. Ferguson

               *                 Director
- -----------------------------
H. Wayne Huizenga

               *                 Director
- -----------------------------
Ken Miller

<PAGE>


               *                 Director
- -----------------------------
Brent D. Redstone

               *                 Director
- -----------------------------
Sumner M. Redstone

               *                 Director
- -----------------------------
Frederic V. Salerno

               *                 Director
- -----------------------------
William Schwartz

/s/ GEORGE S. SMITH, JR.          Senior Vice President, Chief Financial Officer
- -----------------------------        (Principal Financial Officer)
George S. Smith, Jr.              

/s/ KEVIN C. LAVAN                Senior Vice President, Controller and Chief
- -----------------------------       Accounting Officer (Principal Accounting
Kevin C. Lavan                      Officer)



*By:   /s/ PHILIPPE P. DAUMAN                            September 30, 1994
    -------------------------
           Philippe P. Dauman
       Attorney-in-Fact under Powers
       of Attorney filed as Exhibit 24
       to this Registration Statement

<PAGE>
                                  Exhibit Index

<TABLE><CAPTION>
Exhibit No.                   Description                                               Page
- -----------                   -----------                                              -----
<S>                           <C>                                                      <C>
4.1                           Restated Certificate of Incorporation of Viacom
                              Inc. as filed with the Secretary of State of the 
                              State of Delaware on May 21, 1992 (incorporated by 
                              reference to Exhibit 3(a) to the Annual Report on 
                              Form 10-K of Viacom Inc. for the fiscal year ended
                              December 31, 1992, as amended by Form 10-K/A 
                              Amendment No. 1 dated November 29, 1993 and as 
                              further amended by Form 10-K/A Amendment No. 2 dated 
                              December 9, 1993 (File No. 1-9553))
                              
4.2                           Form of Amendment to Restated Certificate of
                              Incorporation of Viacom Inc. (incorporated by reference 
                              to Annex VII to the Joint Proxy Statement/Prospectus 
                              of Viacom Inc. dated June 6, 1994 (File No. 33-53977))
                              
4.3                           By-laws of Viacom Inc. (incorporated by reference
                              to Exhibit 3.3 to the Registration Statement on 
                              Form S-4 filed by Viacom Inc. (File No. 33-13812))
                              
5                             Opinion of Shearman & Sterling as to the legality
                              of the securities being registered
                              
23.1                          Consent of Price Waterhouse LLP
                    
23.2                          Consent of Shearman & Sterling (contained in Exhibit 5)
                    
24                            Powers of Attorney



</TABLE>
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As filed with the Securities and Exchange Commission (via EDGAR) 
on September 30, 1994
                                                    Registration No. 33 -
_____________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   VIACOM INC.
             (Exact name of registrant as specified in its charter)
                                 ______________
Delaware                          4841                      04-2949533
(State or other jurisdiction      (Primary Standard Industrial   (I.R.S. Employer
of incorporation or organization) Classification Code Number)    Identification No.)
200 Elm Street
                           Dedham, Massachusetts 02026
                                 (617) 461-1600
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                      Blockbuster Entertainment Corporation
                  1994, 1990, 1989 and 1987 Stock Options Plans
                    1991 Employee Director Stock Option Plan
                  1991 Non-Employee Director Stock Option Plan
                              (Full name of Plans)

                            Philippe P. Dauman, Esq.
                   Executive Vice President, General Counsel,
                   Chief Administrative Officer and Secretary
                                   Viacom Inc.
                                  1515 Broadway
                            New York, New York  10036
                                 (212) 258-6000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                                 ______________
CALCULATION OF REGISTRATION FEE
                                                            Proposed         Proposed
                                                            Maximum          Aggregate    Amount of
Title of Each Class of                    Amount to         Offering Price   Offering     Registration
Securities To Be Registered             be Registered       Per Unit         Price        Fee
Class A Common Stock...............       1,286,381
Class B Common Stock...............      11,970,418  (1)
Variable Common Rights.............      16,079,760                       (2)          (2)  $176,232 (3)
(1)       Of the 11,970,418 shares of Class B Common Stock, par value $.01 per
          share ("Class B Common Stock"), of Viacom Inc. being registered
          hereunder, a maximum of 2,223,671 are issuable upon conversion of
          the Variable Contingent Rights of Viacom Inc. ("VCRs").

(2)       Not applicable.

(3)       The registration fee of $176,232 has been calculated as follows:
          (i) one-twenty ninth of one percent of (a) the average of the high and
          low prices on September 26, 1994 as reported on the American Stock
          Exchange Composite tape (the "Average Price") of $38-7/8 for the Class
          A Common Stock, par value $0.01 per share ("Class A Common Stock"),
          multiplied by 1,286,381 shares of Class A Common Stock; (b) the
          Average Price of $36-1/4 of the Class B Common Stock multiplied by
          11,970,418 shares of Class B Common Stock; and (c) the Average Price
          of $1-11/16 of the VCRs multiplied by 16,079,760 VCRs.
PART II
                                        
               Information Required in the Registration Statement

Item 3.   Information Incorporated by Reference
          -------------------------------------

                    There are hereby incorporated by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission") by Viacom Inc.
(File No. 1-9553) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):

                    1.        Viacom Inc.'s Annual Report on Form 10-K for the
                              year ended December 31, 1993, as amended by 
                              Form 10-K/A Amendment No. 1 dated May 2, 1994;

                    2.        All other reports filed by Viacom Inc. with the
                              Commission since December 31, 1993, pursuant to 
                              Section 13(a) or 15(d) of the Exchange Act; and

                    3.        The description of each class of Common Stock and
                              the VCRs contained in the registration statements
                              therefor under Section 12 of the Exchange Act, 
                              including any amendment or report filed for the 
                              purpose of updating such description.

                    All documents and reports filed by Viacom Inc. pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the dates of filing of such documents or reports.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.             Description of Securities.
                    --------------------------

                    Not applicable.

Item 5.             Interests of Named Experts and Counsel.
                    ---------------------------------------

                    Not applicable.
Item 6.             Indemnification of Officers and Directors.
                    ------------------------------------------

                    Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or complete
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful.  A Delaware corporation may indemnify such person against expenses
(including attorneys' fees) in actions brought by or in the right of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
other such court shall deem proper.  To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.  The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

                    Section 145 also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute.

                    Article VI of the Restated Certificate of Incorporation of
Viacom Inc. provides for indemnification of the directors, officers, employees
and agents of Viacom Inc. to the full extent currently permitted by the DGCL.

                    In addition, Viacom Inc.'s Restated Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, limits directors'
liability to Viacom Inc. and its stockholders by eliminating liability in
damages for breach of fiduciary duty.  Article VII of Viacom Inc.'s Restated
Certificate of Incorporation provides that neither Viacom Inc. nor its
stockholders may recover damages from Viacom Inc.'s directors for breach of
their fiduciary duties in the performance of their duties as directors of Viacom
Inc.  As limited by Section 102(b), this provision cannot, however, have the
effect of indemnifying any director of Viacom Inc. in the case of liability (i)
for a breach of the director's duty of loyalty, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any transactions
for which the director derived an improper personal benefit.

Item 7.             Exemption from Registration Claimed.
                    ------------------------------------

                    Not applicable.

Item 8.             Exhibits.
                    ---------
                    4.1       Restated Certificate of Incorporation of Viacom
                              Inc. as filed with the Secretary of State of the 
                              State of Delaware on May 21, 1992 (incorporated by
                              reference to Exhibit 3(a) to the Annual Report on 
                              Form 10-K of Viacom Inc. for the fiscal year ended
                              December 31, 1992, as amended by Form 10-K/A 
                              Amendment No. 1 dated November 29, 1993 and as 
                              further amended by Form 10-K/A Amendment No. 2 
                              dated December 9, 1993 (File No. 1-9553))
                              
                    4.2       Form of Amendment to Restated Certificate of
                              Incorporation of Viacom Inc. (incorporated by 
                              reference to Annex VII to the Joint Proxy 
                              Statement/Prospectus of Viacom Inc. dated 
                              June 6, 1994 (File No. 33-53977))
                              
                    4.3       By-laws of Viacom Inc. (incorporated by reference
                              to Exhibit 3.3 to the Registration Statement on 
                              Form S-4 filed by Viacom Inc. (File No. 33-13812))
                              
                    5         Opinion of Shearman & Sterling as to the legality
                              of the securities being registered
                              
                    23.1      Consent of Price Waterhouse LLP
                    
                    23.2      Consent of Shearman & Sterling (contained in
                              Exhibit 5)
                    
                    24        Powers of Attorney
Item 9.   Undertakings.
          -------------

                    (a)       The undersigned Registrant hereby undertakes:

                    (1)       To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i)  to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act"); (ii)  to reflect in the
Prospectus any facts or events after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii)  to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                    (2)       That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                    (3)       To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

                    (4)       That, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c)       The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the Prospectus to each employee to whom
the Prospectus is sent or given a copy of the Registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the Registrant shall state in the
Prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee.  If the last fiscal year of the Registrant
has ended within 120 days prior to the use of the Prospectus, the annual report
of the Registrant for the preceding fiscal year may be so delivered, but within
such 120 day period  the annual report for the last fiscal year will be
furnished to each such employee.

                    (d)       The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in the plans
who do not otherwise receive such material as stockholders of the Registrant, at
the time and in the manner such material is sent to its stockholders, copies of
all reports, proxy statements and other communications distributed to its
stockholders generally.
Signatures

                    Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of New York,
State of New York, on September 30, 1994.

                                              VIACOM INC.
                                              (Registrant)

                                          By:  /s/ PHILIPPE P. DAUMAN
                                              -----------------------
                                              Name:  Philippe P. Dauman
                                              Title: Executive Vice President,
                                                General Counsel, Chief
                                                  Administrative Officer
                                                  and Secretary

                    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on
September 30, 1994 in the capacities shown:

          Signature                     Title
          ---------                     -----

               *                 Director
- -----------------------------
George S. Abrams

               *                 
- -----------------------------    Director, President, Chief Executive Officer
Frank J. Biondi, Jr.             (Principal Executive Officer)

/s/ PHILIPPE P. DAUMAN           Director
- -----------------------------
Philippe P. Dauman

               *                 Director
- -----------------------------
William C. Ferguson

               *                 Director
- -----------------------------
H. Wayne Huizenga

               *                 Director
- -----------------------------
Ken Miller
*                 Director
- -----------------------------
Brent D. Redstone

               *                 Director
- -----------------------------
Sumner M. Redstone

               *                 Director
- -----------------------------
Frederic V. Salerno

               *                 Director
- -----------------------------
William Schwartz

/s/ GEORGE S. SMITH, JR.          Senior Vice President, Chief Financial Officer
- -----------------------------        (Principal Financial Officer)
George S. Smith, Jr.              

/s/ KEVIN C. LAVAN                Senior Vice President, Controller and Chief
- -----------------------------       Accounting Officer (Principal Accounting
Kevin C. Lavan                      Officer)

*By:   /s/ PHILIPPE P. DAUMAN                            September 30, 1994
    -------------------------
           Philippe P. Dauman
       Attorney-in-Fact under Powers
       of Attorney filed as Exhibit 24
       to this Registration Statement
Exhibit Index
Exhibit No.                   Description                                               Page
- -----------                   -----------                                              -----
4.1                           Restated Certificate of Incorporation of Viacom
                              Inc. as filed with the Secretary of State of the 
                              State of Delaware on May 21, 1992 (incorporated by 
                              reference to Exhibit 3(a) to the Annual Report on 
                              Form 10-K of Viacom Inc. for the fiscal year ended
                              December 31, 1992, as amended by Form 10-K/A 
                              Amendment No. 1 dated November 29, 1993 and as 
                              further amended by Form 10-K/A Amendment No. 2 dated 
                              December 9, 1993 (File No. 1-9553))
                              
4.2                           Form of Amendment to Restated Certificate of
                              Incorporation of Viacom Inc. (incorporated by reference 
                              to Annex VII to the Joint Proxy Statement/Prospectus 
                              of Viacom Inc. dated June 6, 1994 (File No. 33-53977))
                              
4.3                           By-laws of Viacom Inc. (incorporated by reference
                              to Exhibit 3.3 to the Registration Statement on 
                              Form S-4 filed by Viacom Inc. (File No. 33-13812))
                              
5                             Opinion of Shearman & Sterling as to the legality
                              of the securities being registered
                              
23.1                          Consent of Price Waterhouse LLP
                    
23.2                          Consent of Shearman & Sterling (contained in Exhibit 5)
                    
24                            Powers of Attorney