As filed with the Securities and Exchange Commission (via EDGAR) on May 5, 1995
                                             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       (Primary Standard Industrial        (I.R.S. Employer
jurisdiction of       Classification Code Number)         Identification No.)
incorporation or
organization)
                                 1515 Broadway
                            New York, New York 10036
                                 (212) 258-6000
(Address,  including zip code,  and telephone  number,  including  area code,
of registrant's principal executive offices)

              Viacom Inc. 1994 Long-Term Management Incentive Plan
              Viacom Inc. Stock Option Plan for Outside Directors
            Viacom Inc. 1994 Stock Option Plan for Outside Directors
                              (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 Class                          Offering Price  Offering   Registration
of Securities           Amount to       Per Unit        Price      Fee (2)
To Be Registered        be Registered
- ------------------------------------------------------------------------------

Class B Common
Stock                   10,300,000      (1)           $435,973,682  $150,336



<PAGE>


(1)  Of the 10,300,000 shares being registered hereby,  4,019,223 of such shares
     are subject to currently  outstanding  stock options with  exercise  prices
     ranging from $34.75 to $52.125 per share and the remaining  6,280,777 will,
     if options in respect of such shares are  granted,  have an exercise  price
     per share which will  generally  be the fair market value of such shares at
     the time of grant.

(2)  The registration fee of $150,336 has been calculated based on (a) the stock
     option  price per share for the  4,019,223  shares of Class B Common  Stock
     which may be acquired upon exercise of outstanding  stock options,  and (b)
     the  average of the high and low prices on May 1, 1995 as  reported  on the
     American  Stock  Exchange  Composite  tape for the balance of the shares of
     Class B Common Stock being registered.

<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, 1994;

     2.   All other  reports  filed by Viacom  Inc.  with the  Commission  since
          December 31, 1994,  pursuant to Section 13(a) or 15(d) of the Exchange
          Act; and

     3.   The  description  of  the  Class  B  Common  Stock  contained  in  the
          registration  statements  filed 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.


<PAGE>



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

        Not applicable.

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

     Philippe P. Dauman,  Esq.,  Executive Vice President,  Chief Administrative
Officer,  General Counsel,  Secretary and a director of Viacom Inc. has rendered
an opinion stating that under  applicable state law the shares of Class B Common
Stock to which the Registration  Statement relates will be, when issued, validly
issued, fully paid and nonassessable. As of April 3, 1995, Mr. Dauman held 1,064
shares  of Class A Common  Stock and  8,365  shares of Class B Common  Stock and
options to acquire 320,000 shares of Class B Common Stock.

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.

<PAGE>

     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. This provision does not,
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  Viacom Inc. 1994 Long-Term  Management  Incentive Plan (as amended and
          restated through April 27, 1995) (incorporated by reference to Exhibit
          A-1 to the Definitive  Proxy  Statement of Viacom Inc. dated April 28,
          1995 (File No. 1-9553))

     4.2  Viacom Inc. Stock Option Plan for Outside  Directors  (incorporated by
          reference  to  Exhibit C to the Joint  Proxy  Statement/Prospectus  of
          Viacom Inc. dated June 6, 1994 (Registration No. 33-53977))

     4.3  Viacom Inc. 1994 Stock Option Plan for Outside Directors (incorporated
          by reference to Exhibit B to the Definitive  Proxy Statement of Viacom
          Inc. dated April 28, 1995 (File No. 1-9553))

     4.4  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))


<PAGE>


     4.5  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  (Registration
          No. 33-53977))

     4.6  By-laws of Viacom Inc.  (incorporated  by  reference to Exhibit 3.3 to
          the   Registration   Statement  on  Form  S-4  filed  by  Viacom  Inc.
          (Registration No. 33-13812))

     5    Opinion  of  Philippe  P.  Dauman,  Esq.  as to  the  legality  of the
          securities being registered

     23.1 Consent of Price Waterhouse LLP

     23.2 Consent of Ernst & Young LLP

     23.3 Consent of Arthur Andersen LLP

     23.4 Consent of Philippe P. Dauman, Esq. (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 May 5, 1995.


                                         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 May 5, 1995
in the capacities shown:


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


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

          *                                     Director
- -------------------------------
Steven R. Berrard

/s/ FRANK J. BIONDI, JR.                        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
- -----------------------------
George D. Johnson, Jr.

<PAGE>

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


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

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

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

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

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

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

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

*By: /s/ PHILIPPE P. DAUMAN                       May 5, 1995
    -------------------------- 
    Philippe P. Dauman
    Attorney-in-Fact under Powers
    of Attorney filed as Exhibit 24
    to this Registration Statement


<PAGE>


                                 Exhibit Index

Exhibit No.            Description                                       Page

4.1       Viacom Inc. 1994 Long-Term  Management  Incentive Plan (as amended and
          restated as of April 27, 1995)  (incorporated  by reference to Exhibit
          A-1 to the Definitive  Proxy  Statement of Viacom Inc. dated April 28,
          1995 (File No. 1-9553))

4.2       Viacom Inc. Stock Option Plan for Outside  Directors  (incorporated by
          reference  to  Exhibit C to the Joint  Proxy  Statement/Prospectus  of
          Viacom Inc. dated June 6, 1994 (Registration No. 33-53977))

4.3       Viacom Inc. 1994 Stock Option Plan for Outside Directors (incorporated
          by reference to Exhibit B to the Defintive  Proxy  Statement of Viacom
          Inc. dated April 28, 1995 (File No. 1-9553))

4.4       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))

4.5       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
          (Registration No. 33-53977))

4.6       By-laws of Viacom Inc.  (incorporated  by  reference to Exhibit 3.3 to
          the   Registration   Statement  on  Form  S-4  filed  by  Viacom  Inc.
          (Registration No. 33-13812))

5         Opinion  of  Philippe  P.  Dauman,  Esq.  as to  the  legality  of the
          securities being registered

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Ernst & Young LLP

23.3      Consent of Arthur Andersen LLP

23.4      Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)

24        Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23383}]
{"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": "033-59141", "film-number": "95535033"}, "business-address": {"street1": "200 ELM ST", "city": "DEDHAM", "state": "MA", "zip": "02026", "phone": "6174611600"}, "mail-address": {"street1": "200 ELM STREET", "city": "DEDHAM", "state": "MA", "zip": "02026"}}
As filed with the Securities and Exchange Commission (via EDGAR) on May 5, 1995
                                             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       (Primary Standard Industrial        (I.R.S. Employer
jurisdiction of       Classification Code Number)         Identification No.)
incorporation or
organization)
                                 1515 Broadway
                            New York, New York 10036
                                 (212) 258-6000
(Address,  including zip code,  and telephone  number,  including  area code,
of registrant's principal executive offices)

              Viacom Inc. 1994 Long-Term Management Incentive Plan
              Viacom Inc. Stock Option Plan for Outside Directors
            Viacom Inc. 1994 Stock Option Plan for Outside Directors
                              (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 Class                          Offering Price  Offering   Registration
of Securities           Amount to       Per Unit        Price      Fee (2)
To Be Registered        be Registered
- ------------------------------------------------------------------------------

Class B Common
Stock                   10,300,000      (1)           $435,973,682  $150,336
(1)  Of the 10,300,000 shares being registered hereby,  4,019,223 of such shares
     are subject to currently  outstanding  stock options with  exercise  prices
     ranging from $34.75 to $52.125 per share and the remaining  6,280,777 will,
     if options in respect of such shares are  granted,  have an exercise  price
     per share which will  generally  be the fair market value of such shares at
     the time of grant.

(2)  The registration fee of $150,336 has been calculated based on (a) the stock
     option  price per share for the  4,019,223  shares of Class B Common  Stock
     which may be acquired upon exercise of outstanding  stock options,  and (b)
     the  average of the high and low prices on May 1, 1995 as  reported  on the
     American  Stock  Exchange  Composite  tape for the balance of the shares of
     Class B Common Stock being registered.
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, 1994;

     2.   All other  reports  filed by Viacom  Inc.  with the  Commission  since
          December 31, 1994,  pursuant to Section 13(a) or 15(d) of the Exchange
          Act; and

     3.   The  description  of  the  Class  B  Common  Stock  contained  in  the
          registration  statements  filed 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.
        --------------------------------------

     Philippe P. Dauman,  Esq.,  Executive Vice President,  Chief Administrative
Officer,  General Counsel,  Secretary and a director of Viacom Inc. has rendered
an opinion stating that under  applicable state law the shares of Class B Common
Stock to which the Registration  Statement relates will be, when issued, validly
issued, fully paid and nonassessable. As of April 3, 1995, Mr. Dauman held 1,064
shares  of Class A Common  Stock and  8,365  shares of Class B Common  Stock and
options to acquire 320,000 shares of Class B Common Stock.

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. This provision does not,
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  Viacom Inc. 1994 Long-Term  Management  Incentive Plan (as amended and
          restated through April 27, 1995) (incorporated by reference to Exhibit
          A-1 to the Definitive  Proxy  Statement of Viacom Inc. dated April 28,
          1995 (File No. 1-9553))

     4.2  Viacom Inc. Stock Option Plan for Outside  Directors  (incorporated by
          reference  to  Exhibit C to the Joint  Proxy  Statement/Prospectus  of
          Viacom Inc. dated June 6, 1994 (Registration No. 33-53977))

     4.3  Viacom Inc. 1994 Stock Option Plan for Outside Directors (incorporated
          by reference to Exhibit B to the Definitive  Proxy Statement of Viacom
          Inc. dated April 28, 1995 (File No. 1-9553))

     4.4  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))
4.5  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  (Registration
          No. 33-53977))

     4.6  By-laws of Viacom Inc.  (incorporated  by  reference to Exhibit 3.3 to
          the   Registration   Statement  on  Form  S-4  filed  by  Viacom  Inc.
          (Registration No. 33-13812))

     5    Opinion  of  Philippe  P.  Dauman,  Esq.  as to  the  legality  of the
          securities being registered

     23.1 Consent of Price Waterhouse LLP

     23.2 Consent of Ernst & Young LLP

     23.3 Consent of Arthur Andersen LLP

     23.4 Consent of Philippe P. Dauman, Esq. (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 May 5, 1995.

                                         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 May 5, 1995
in the capacities shown:

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

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

          *                                     Director
- -------------------------------
Steven R. Berrard

/s/ FRANK J. BIONDI, JR.                        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
- -----------------------------
George D. Johnson, Jr.
*                                     Director
- -----------------------------
Ken Miller

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

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

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

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

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

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

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

*By: /s/ PHILIPPE P. DAUMAN                       May 5, 1995
    -------------------------- 
    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       Viacom Inc. 1994 Long-Term  Management  Incentive Plan (as amended and
          restated as of April 27, 1995)  (incorporated  by reference to Exhibit
          A-1 to the Definitive  Proxy  Statement of Viacom Inc. dated April 28,
          1995 (File No. 1-9553))

4.2       Viacom Inc. Stock Option Plan for Outside  Directors  (incorporated by
          reference  to  Exhibit C to the Joint  Proxy  Statement/Prospectus  of
          Viacom Inc. dated June 6, 1994 (Registration No. 33-53977))

4.3       Viacom Inc. 1994 Stock Option Plan for Outside Directors (incorporated
          by reference to Exhibit B to the Defintive  Proxy  Statement of Viacom
          Inc. dated April 28, 1995 (File No. 1-9553))

4.4       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))

4.5       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
          (Registration No. 33-53977))

4.6       By-laws of Viacom Inc.  (incorporated  by  reference to Exhibit 3.3 to
          the   Registration   Statement  on  Form  S-4  filed  by  Viacom  Inc.
          (Registration No. 33-13812))

5         Opinion  of  Philippe  P.  Dauman,  Esq.  as to  the  legality  of the
          securities being registered

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Ernst & Young LLP

23.3      Consent of Arthur Andersen LLP

23.4      Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)

24        Powers of Attorney