AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2001
                          Registration No. 333-__________
-----------------------------------------------------------------

               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                         04-2949533
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

                          1515 BROADWAY
                    NEW YORK, NEW YORK 10036
                         (212) 258-6000
    (Address and phone number of principal executive offices,
                       including zip code)
               ----------------------------------
                   THE VIACOM EXCESS 401(k) PLAN
                     (Full title of the plan)

                    MICHAEL D. FRICKLAS, ESQ.
                    EXECUTIVE VICE PRESIDENT,
                  GENERAL COUNSEL AND SECRETARY
                           VIACOM INC.
                          1515 BROADWAY
                    NEW YORK, NEW YORK 10036
                         (212) 258-6000
    (Name, address and telephone number of agent for service)
                ---------------------------------

                 CALCULATION OF REGISTRATION FEE

 Title of    Amount to be    Proposed       Proposed      Amount of
securities    registered      maximum       maximum     registration
   to be                     offering      aggregate         fee
registered                   price per      offering
                             share (1)       price
                                              (1)
------------ ------------- ------------- ------------- ----------------
Deferred                                 $100,000,000      $23,900
Compensation
Obligations
------------ ------------ -------------- ------------- -----------------

(1)   Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h).



<PAGE>


                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



ITEM 1.   PLAN INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION.*








-------------------------------------

*    Information required by Part I to be contained in the
     Section 10(a) prospectus is omitted from this Registration
     Statement in accordance with Rule 428 under the Securities
     Act and the "Note" to Part I of Form S-8.


                                1


<PAGE>

                             PART II


       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the
"Commission") by the Registrant are incorporated herein by
reference and made part of this Registration Statement:

     	(a)  The Registrant's Annual Report on Form 10-K for the year
     	ended December 31, 2000;

	(b)  The Registrant's Quarterly Reports on Form 10-Q for
	the periods ended March 31, 2001, June 30, 2001 and
	September 30,2001; and

	(c)  The Registrant's Current Reports on Form 8-K or
	Form 8-K/A filed January 5, 2001, January 8, 2001,
	February 15, 2001, February 21, 2001, May 30, 2001,
	June 1, 2001, July 3, 2001, July 27, 2001 and
	September 20, 2001.

          In addition, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
and Exchange Act of 1934 (the "Exchange Act") subsequent to the
effective date of this Registration Statement, prior to the
filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in any 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 to constitute a part of this Registration
Statement, except as so modified or superseded.

ITEM 4.   DESCRIPTION OF SECURITIES.

     The securities being registered represent obligations (the
"Obligations") of the Registrant to pay to the participants in
The Viacom Excess 401(k) Plan (the "Plan"), during the year after
the termination of their employment, salary and bonus
compensation the receipt of which the participants have elected
to defer.  The Obligations also represent amounts that the
Registrant has credited to a participant's account under the Plan
as matching contributions.  Amounts credited to a participant's
account are credited with earnings based on a notional investment
measurement, which may be shares in investment companies
registered under the Investment Company Act of 1940 (mutual
funds), commingled investment funds managed by banks or
registered investment advisors, bank and debt obligations,
investment contracts issued by insurance companies, direct or
guaranteed federal or state governmental obligations and shares
of common stock that are listed on a domestic or international
stock exchange, including shares of the Registrant's Class B
Common Stock.  The Obligations are payable in cash during the
year after the termination of employment in a lump-sum
distribution or in installments, at the election of the
participant made in accordance with the Plan.   There is no
trading market for the Obligations.

     The Obligations are unsecured general obligations of the
Registrant and rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant.  The Obligations
are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, hypothecation, encumbrance,
attachment or garnishment.  Any attempt by any person to transfer
or assign benefits under the Plan, other than a claim for
benefits by a participant or his or her beneficiary(ies), will be
null and void.

     The Obligations are not convertible into any other security
of the Registrant.  No trustee has been appointed to take action
with respect to the Obligations and each participant in the Plan
will be responsible for enforcing his or her own rights with
respect to the Obligations. The Registrant may, but is not
obligated to, set aside amounts or establish a trust or fund to
serve as a source of funds from which it can satisfy the
Obligations.  Participants in the Plan will have no rights to any
assets held in any trust or fund except as general creditors of
the Registrant.  Assets in any trust or fund will at all times be
subject to the claims of the Registrant's general creditors.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Michael D. Fricklas, Esq., Executive Vice President, General
Counsel and Secretary of Viacom Inc. who has rendered an opinion
as to the enforceability of the Obligations, participates in the
Plan; as of December 18, 2001, $942,919.68 of Obligations had
been credited to Mr. Fricklas' account in the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102(b)(7) of the Delaware General Corporation
Law ("DGCL") allows a corporation to include in its certificate
of incorporation a provision eliminating the personal liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except in
cases where the director breached his duty of loyalty to the
corporation or its stockholders, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of the
law, willfully or negligently authorized the unlawful payment of
a dividend or approved an unlawful stock redemption or repurchase
or obtained an improper personal benefit.  The Registrant's
Restated Certificate of Incorporation (the "Viacom Charter")
contains provisions that eliminate directors' personal liability,
in certain circumstances.

          Section 1 of Article VI of the Viacom Charter provides
that the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Registrant) by reason of the fact that
he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent (including trustee) of
another corporation, partnership, joint venture, trust or other
enterprise, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees), actually and reasonably
incurred by him in connection with such action, suit or
proceedings if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

          Section 2 of Article VI of the Viacom Charter provides
that the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
Registrant unless and only to the extent that the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability and in view of all of
the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses which the
court shall deem proper.

          Section 4 of Article VI of the Viacom Charter provides
that any indemnification made pursuant to the above provisions
(unless ordered by a court) shall be made by the Registrant only
as authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct as set forth above.  Such
determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such
action, suit or proceedings, even though less than a quorum, or
(2) by a committee of such directors designated by a majority
vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the
stockholders of the Registrant entitled to vote thereon.

          The Viacom Charter provides that to the extent that a
present or former director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred above, or in
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by that person in connection
therewith.  The indemnification and advancement of expenses
provided by, or granted pursuant to, the indemnification
provisions of the Viacom Charter shall not be deemed exclusive of
any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statute, by-
law, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in that person's official
capacity and as to action in another capacity while holding such
office.  Without limiting the foregoing, the Registrant is
authorized to enter into an agreement with any director, officer,
employee or agent of the Registrant providing indemnification for
such person against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement that result from
any threatened pending or completed actions, suit or proceeding,
whether civil, criminal, administrative or investigative,
including any action by or in the right of the Registrant, that
arises by reason of the fact that such person is or was a
director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the full extent
allowed by law, except that no such agreement shall provide for
indemnification for any actions that constitute fraud, actual
dishonesty or willful misconduct.

          The Registrant may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the Registrant, or is or was serving at the request
of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the
provisions of Article VI of the Viacom Charter.

          Pursuant to Section 7 of Article VI of the Viacom
Charter, the Registrant has purchased certain liability insurance
for its officers and directors as permitted by Section 145(g) of
the DGCL.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index.

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 to include any material
          information with respect to the plan of distribution
          not previously disclosed in this Registration Statement
          or any material change to such information in the
          Registration Statement;

               (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933 (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.

          (b)  The undersigned Registrant hereby undertakes that,
for purposes of determining 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 that is incorporated
by reference in this 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.

          (c)  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>





                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and 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 this 21st day of
December, 2001.

                              VIACOM INC.

                              By:/s/Michael D. Fricklas
                                ---------------------------------
                                   Michael D. Fricklas
                                   Executive Vice President,
				   General Counsel and Secretary


          Pursuant to the requirements of the Securities Act of
1933, this registration statement on Form S-8 has been signed by
the following persons in the capacities indicated on the 21st day
of December, 2001.

     SIGNATURE                         TITLE

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


*                                Director
---------------------------
David R. Andelman


/s/ Richard J. Bressler          Senior Executive Vice
-----------------------          President
Richard J. Bressler              and Chief Financial Officer
                                 (Principal Financial
                                 Officer)




*                                Director
---------------------------
George H. Conrades


*                                Director
---------------------------
Philippe P. Dauman


/s/ Susan C. Gordon             Vice President, Controller
----------------------		and Chief Accounting Officer
Susan C. Gordon                 (Principal Accounting
                                 Officer)

*                                Director
---------------------------
William H. Gray III


/s/ Mel Karmazin                 Director, President and
---------------------------	 Chief Operating Officer
Mel Karmazin


*                                Director
---------------------------
Jan Leschly


*                                Director
---------------------------
David T. McLaughlin


*                                Director
---------------------------
Leslie Moonves


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


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


*                                Director
---------------------------
Shari Redstone


/s/ Sumner Redstone              Director, Chairman of the
--------------------------       Board and Chief Executive
Sumner M. Redstone               Officer (Principal Executive
                                 Officer)


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


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


*                                Director
---------------------------
Ivan Seidenberg


*                                Director
---------------------------
Patty Stonesifer


*                                Director
---------------------------
Robert D. Walter



    /s/ Michael D. Fricklas
    ------------------------------------------
*  By Michael D. Fricklas as Power of Attorney





<PAGE>



                          EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION OF DOCUMENT

4.1       Restated Certificate of Incorporation of Viacom
          Inc. effective May 4, 2000 (incorporated by reference
          to Exhibit 3.1 to the Registration Statement on Form S-
          4 filed by Viacom Inc.) (File No. 333-88613), as
          amended by the Certificate of Amendment of Certificate
          of Incorporation of Viacom Inc. dated May 23, 2001 and
          the Certificate of Elimination of Series C Preferred
          Stock of Viacom Inc. dated May 23, 2001 (incorporated
          by reference to Exhibits 99.1 and 99.2, respectively,
          to the Current Report on Form 8-K of Viacom Inc. filed
          on May 30, 2001) (File No. 1-9553).

4.2       Amended and Restated By-laws of Viacom Inc.
          effective May 4, 2000 (incorporated by reference to
          Exhibit 3.2 to the Registration Statement on Form S-4
          filed by Viacom Inc.) (File No.  333-88613).

4.3*      The Viacom Excess 401(k) Plan.

5.1*      Opinion of Michael D. Fricklas, Executive Vice
          President, General Counsel and Secretary of the
          Registrant, as to the enforceability of the
          Obligations.

23.1*     Consent of PricewaterhouseCoopers LLP.

23.2*     Consent of KPMG LLP

23.3      Consent of Michael D. Fricklas, Executive Vice
          President, General Counsel and Secretary of  the
          Registrant (included in Exhibit 5.1).

24*       Powers of Attorney.

--------------------
*    Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "vs8-1221.txt", "description": "S-8 OF VIACOM INC.", "secsgml_size_bytes": 23117}]
{"company-data": {"conformed-name": "VIACOM INC", "cik": "0000813828", "assigned-sic": "4841", "irs-number": "042949533", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75752", "film-number": "1821195"}, "business-address": {"street1": "1515 BROADWAY", "street2": "51ST FL", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2122586000"}, "mail-address": {"street1": "1515 BROADWAY", "street2": "51ST FL", "city": "NEW YORK", "state": "NY", "zip": "10036"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2001
                          Registration No. 333-__________
-----------------------------------------------------------------

               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                         04-2949533
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

                          1515 BROADWAY
                    NEW YORK, NEW YORK 10036
                         (212) 258-6000
    (Address and phone number of principal executive offices,
                       including zip code)
               ----------------------------------
                   THE VIACOM EXCESS 401(k) PLAN
                     (Full title of the plan)

                    MICHAEL D. FRICKLAS, ESQ.
                    EXECUTIVE VICE PRESIDENT,
                  GENERAL COUNSEL AND SECRETARY
                           VIACOM INC.
                          1515 BROADWAY
                    NEW YORK, NEW YORK 10036
                         (212) 258-6000
    (Name, address and telephone number of agent for service)
                ---------------------------------

                 CALCULATION OF REGISTRATION FEE

 Title of    Amount to be    Proposed       Proposed      Amount of
securities    registered      maximum       maximum     registration
   to be                     offering      aggregate         fee
registered                   price per      offering
                             share (1)       price
                                              (1)
------------ ------------- ------------- ------------- ----------------
Deferred                                 $100,000,000      $23,900
Compensation
Obligations
------------ ------------ -------------- ------------- -----------------

(1)   Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h).
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION.*

-------------------------------------

*    Information required by Part I to be contained in the
     Section 10(a) prospectus is omitted from this Registration
     Statement in accordance with Rule 428 under the Securities
     Act and the "Note" to Part I of Form S-8.

                                1
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the
"Commission") by the Registrant are incorporated herein by
reference and made part of this Registration Statement:

     	(a)  The Registrant's Annual Report on Form 10-K for the year
     	ended December 31, 2000;

	(b)  The Registrant's Quarterly Reports on Form 10-Q for
	the periods ended March 31, 2001, June 30, 2001 and
	September 30,2001; and

	(c)  The Registrant's Current Reports on Form 8-K or
	Form 8-K/A filed January 5, 2001, January 8, 2001,
	February 15, 2001, February 21, 2001, May 30, 2001,
	June 1, 2001, July 3, 2001, July 27, 2001 and
	September 20, 2001.

          In addition, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
and Exchange Act of 1934 (the "Exchange Act") subsequent to the
effective date of this Registration Statement, prior to the
filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in any 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 to constitute a part of this Registration
Statement, except as so modified or superseded.

ITEM 4.   DESCRIPTION OF SECURITIES.

     The securities being registered represent obligations (the
"Obligations") of the Registrant to pay to the participants in
The Viacom Excess 401(k) Plan (the "Plan"), during the year after
the termination of their employment, salary and bonus
compensation the receipt of which the participants have elected
to defer.  The Obligations also represent amounts that the
Registrant has credited to a participant's account under the Plan
as matching contributions.  Amounts credited to a participant's
account are credited with earnings based on a notional investment
measurement, which may be shares in investment companies
registered under the Investment Company Act of 1940 (mutual
funds), commingled investment funds managed by banks or
registered investment advisors, bank and debt obligations,
investment contracts issued by insurance companies, direct or
guaranteed federal or state governmental obligations and shares
of common stock that are listed on a domestic or international
stock exchange, including shares of the Registrant's Class B
Common Stock.  The Obligations are payable in cash during the
year after the termination of employment in a lump-sum
distribution or in installments, at the election of the
participant made in accordance with the Plan.   There is no
trading market for the Obligations.

     The Obligations are unsecured general obligations of the
Registrant and rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant.  The Obligations
are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, hypothecation, encumbrance,
attachment or garnishment.  Any attempt by any person to transfer
or assign benefits under the Plan, other than a claim for
benefits by a participant or his or her beneficiary(ies), will be
null and void.

     The Obligations are not convertible into any other security
of the Registrant.  No trustee has been appointed to take action
with respect to the Obligations and each participant in the Plan
will be responsible for enforcing his or her own rights with
respect to the Obligations. The Registrant may, but is not
obligated to, set aside amounts or establish a trust or fund to
serve as a source of funds from which it can satisfy the
Obligations.  Participants in the Plan will have no rights to any
assets held in any trust or fund except as general creditors of
the Registrant.  Assets in any trust or fund will at all times be
subject to the claims of the Registrant's general creditors.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Michael D. Fricklas, Esq., Executive Vice President, General
Counsel and Secretary of Viacom Inc. who has rendered an opinion
as to the enforceability of the Obligations, participates in the
Plan; as of December 18, 2001, $942,919.68 of Obligations had
been credited to Mr. Fricklas' account in the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102(b)(7) of the Delaware General Corporation
Law ("DGCL") allows a corporation to include in its certificate
of incorporation a provision eliminating the personal liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except in
cases where the director breached his duty of loyalty to the
corporation or its stockholders, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of the
law, willfully or negligently authorized the unlawful payment of
a dividend or approved an unlawful stock redemption or repurchase
or obtained an improper personal benefit.  The Registrant's
Restated Certificate of Incorporation (the "Viacom Charter")
contains provisions that eliminate directors' personal liability,
in certain circumstances.

          Section 1 of Article VI of the Viacom Charter provides
that the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Registrant) by reason of the fact that
he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent (including trustee) of
another corporation, partnership, joint venture, trust or other
enterprise, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees), actually and reasonably
incurred by him in connection with such action, suit or
proceedings if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

          Section 2 of Article VI of the Viacom Charter provides
that the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
Registrant unless and only to the extent that the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability and in view of all of
the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses which the
court shall deem proper.

          Section 4 of Article VI of the Viacom Charter provides
that any indemnification made pursuant to the above provisions
(unless ordered by a court) shall be made by the Registrant only
as authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct as set forth above.  Such
determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such
action, suit or proceedings, even though less than a quorum, or
(2) by a committee of such directors designated by a majority
vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the
stockholders of the Registrant entitled to vote thereon.

          The Viacom Charter provides that to the extent that a
present or former director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred above, or in
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by that person in connection
therewith.  The indemnification and advancement of expenses
provided by, or granted pursuant to, the indemnification
provisions of the Viacom Charter shall not be deemed exclusive of
any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statute, by-
law, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in that person's official
capacity and as to action in another capacity while holding such
office.  Without limiting the foregoing, the Registrant is
authorized to enter into an agreement with any director, officer,
employee or agent of the Registrant providing indemnification for
such person against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement that result from
any threatened pending or completed actions, suit or proceeding,
whether civil, criminal, administrative or investigative,
including any action by or in the right of the Registrant, that
arises by reason of the fact that such person is or was a
director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the full extent
allowed by law, except that no such agreement shall provide for
indemnification for any actions that constitute fraud, actual
dishonesty or willful misconduct.

          The Registrant may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the Registrant, or is or was serving at the request
of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the
provisions of Article VI of the Viacom Charter.

          Pursuant to Section 7 of Article VI of the Viacom
Charter, the Registrant has purchased certain liability insurance
for its officers and directors as permitted by Section 145(g) of
the DGCL.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index.

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 to include any material
          information with respect to the plan of distribution
          not previously disclosed in this Registration Statement
          or any material change to such information in the
          Registration Statement;

               (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933 (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.

          (b)  The undersigned Registrant hereby undertakes that,
for purposes of determining 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 that is incorporated
by reference in this 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.

          (c)  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.
SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and 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 this 21st day of
December, 2001.

                              VIACOM INC.

                              By:/s/Michael D. Fricklas
                                ---------------------------------
                                   Michael D. Fricklas
                                   Executive Vice President,
				   General Counsel and Secretary

          Pursuant to the requirements of the Securities Act of
1933, this registration statement on Form S-8 has been signed by
the following persons in the capacities indicated on the 21st day
of December, 2001.

     SIGNATURE                         TITLE

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

*                                Director
---------------------------
David R. Andelman

/s/ Richard J. Bressler          Senior Executive Vice
-----------------------          President
Richard J. Bressler              and Chief Financial Officer
                                 (Principal Financial
                                 Officer)

*                                Director
---------------------------
George H. Conrades

*                                Director
---------------------------
Philippe P. Dauman

/s/ Susan C. Gordon             Vice President, Controller
----------------------		and Chief Accounting Officer
Susan C. Gordon                 (Principal Accounting
                                 Officer)

*                                Director
---------------------------
William H. Gray III

/s/ Mel Karmazin                 Director, President and
---------------------------	 Chief Operating Officer
Mel Karmazin

*                                Director
---------------------------
Jan Leschly

*                                Director
---------------------------
David T. McLaughlin

*                                Director
---------------------------
Leslie Moonves

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

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

*                                Director
---------------------------
Shari Redstone

/s/ Sumner Redstone              Director, Chairman of the
--------------------------       Board and Chief Executive
Sumner M. Redstone               Officer (Principal Executive
                                 Officer)

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

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

*                                Director
---------------------------
Ivan Seidenberg

*                                Director
---------------------------
Patty Stonesifer

*                                Director
---------------------------
Robert D. Walter

    /s/ Michael D. Fricklas
    ------------------------------------------
*  By Michael D. Fricklas as Power of Attorney
EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION OF DOCUMENT

4.1       Restated Certificate of Incorporation of Viacom
          Inc. effective May 4, 2000 (incorporated by reference
          to Exhibit 3.1 to the Registration Statement on Form S-
          4 filed by Viacom Inc.) (File No. 333-88613), as
          amended by the Certificate of Amendment of Certificate
          of Incorporation of Viacom Inc. dated May 23, 2001 and
          the Certificate of Elimination of Series C Preferred
          Stock of Viacom Inc. dated May 23, 2001 (incorporated
          by reference to Exhibits 99.1 and 99.2, respectively,
          to the Current Report on Form 8-K of Viacom Inc. filed
          on May 30, 2001) (File No. 1-9553).

4.2       Amended and Restated By-laws of Viacom Inc.
          effective May 4, 2000 (incorporated by reference to
          Exhibit 3.2 to the Registration Statement on Form S-4
          filed by Viacom Inc.) (File No.  333-88613).

4.3*      The Viacom Excess 401(k) Plan.

5.1*      Opinion of Michael D. Fricklas, Executive Vice
          President, General Counsel and Secretary of the
          Registrant, as to the enforceability of the
          Obligations.

23.1*     Consent of PricewaterhouseCoopers LLP.

23.2*     Consent of KPMG LLP

23.3      Consent of Michael D. Fricklas, Executive Vice
          President, General Counsel and Secretary of  the
          Registrant (included in Exhibit 5.1).

24*       Powers of Attorney.

--------------------
*    Filed herewith.