As filed  with the  Securities  and  Exchange  Commission  (via  EDGAR)  on
December 22, 1997
                                                            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                                                     04-2949533
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                  1515 Broadway
                            New York, New York 10036
                                 (212) 258-6000
          (Address, including zip code, of principal executive offices)

                       Viacom Inc. Excess Investment Plan
                            (Full title of the plan)

                            Philippe P. Dauman, Esq.
                   Executive Vice President, General Counsel,
                   Chief Administrative Officer and Secretary
                                   Viacom Inc.
                                  1515 Broadway
                            New York, New York 10036
                                 (212) 258-6000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
<TABLE>
<CAPTION>
                         Calculation of Registration Fee
--------------------------------------------------------------------------------
<S>              <C>           <C>               <C>                   <C>    
Title of                       Proposed Maximum  Proposed              Amount of
Securities to    Amount to be  Offering Price    Maximum Aggregate     Registra-
be Registered    Registered    Per Unit (1)      Offering Price (1)    tion Fee
--------------------------------------------------------------------------------

Deferred
Compensation
Obligations                                      $50,000,000             $15,152
<FN>
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h).
</FN>
</TABLE>


<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, 1996; and

          2.   All other reports filed by Viacom Inc. with the Commission
               since December 31, 1996, pursuant to Section 13(a) or 15(d)
               of the Exchange Act.


     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.
          -------------------------

     The securities being registered  represent  obligations (the "Obligations")
of Viacom Inc. to pay to the  participants in the Viacom Inc. Excess  Investment
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 Viacom Inc.  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  194  (mutual  funds),  bank  and  debt


<PAGE>


obligations,  investment  contracts  issued  by  insurance  companies, direct or
guaranteed federal or state governmental  obligations and shares of common stock
that are listed on the New York Stock  Exchange,  the American Stock Exchange or
the Nasdaq National Market including shares of Viacom Inc. 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 Viacom Inc. and rank
pari passu with other unsecured and  unsubordinated  indebtedness of Viacom Inc.
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 Viacom Inc.
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.  Viacom Inc.  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
Viacom  Inc.  Assets in any trust or fund  will at all times be  subject  to the
claims of Viacom Inc.'s general creditors.

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

     Michael D. Fricklas,  Esq.,  Senior Vice President,  Deputy General Counsel
and  Assistant  Secretary  of Viacom Inc.  who has rendered an opinion as to the
enforceability of the Obligations,  participates in the Plan; as of December 18,
1997,  $294,309 of Obligations had been credited to Mr. Fricklas' account in the
Plan.

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  completed  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

<PAGE>


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 for 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. Excess Investment Plan

          4.2       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>

          4.3       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))

          4.4       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   Michael   D.   Fricklas,   Esq.   as  to  the
                    enforceability of the Obligations

          23.1      Consent of Price Waterhouse LLP

          23.2      Consent of Michael D. Fricklas,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

<PAGE>


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.



<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 December 22, 1997.


                                    VIACOM INC.
                                    (Registrant)


                                    By: /s/ PHILIPPE P. DAUMAN
                                       ---------------------------------
                                    Name:      Philippe P. Dauman
                                    Title:     Deputy Chairman,
                                               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 December 22,
1997 in the capacities shown:



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


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


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


/s/ THOMAS E. DOOLEY                          Director
--------------------------------
Thomas E. Dooley


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


<PAGE>



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


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


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


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


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


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


/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               December 22, 1997
         -----------------------
         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. Excess Investment Plan

  4.2          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))

  4.3          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))

  4.4          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   Michael   D.   Fricklas,   Esq.   as  to  the
               enforceability of the Obligations

  23.1         Consent of Price Waterhouse LLP

  23.2         Consent of Michael D. Fricklas, Esq. (contained in Exhibit 5)

  24           Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 VIACOM INC. EXCESS INVESTMENT PLAN", "secsgml_size_bytes": 23337}]
{"company-data": {"conformed-name": "VIACOM INC", "cik": "0000813828", "assigned-sic": "7812", "irs-number": "042949533", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42987", "film-number": "97742696"}, "business-address": {"street1": "1515 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2122586000"}, "mail-address": {"street1": "1515 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10036"}}
As filed  with the  Securities  and  Exchange  Commission  (via  EDGAR)  on
December 22, 1997
                                                            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                                                     04-2949533
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                  1515 Broadway
                            New York, New York 10036
                                 (212) 258-6000
          (Address, including zip code, of principal executive offices)

                       Viacom Inc. Excess Investment Plan
                            (Full title of the plan)

                            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
--------------------------------------------------------------------------------
Title of                       Proposed Maximum  Proposed              Amount of
Securities to    Amount to be  Offering Price    Maximum Aggregate     Registra-
be Registered    Registered    Per Unit (1)      Offering Price (1)    tion Fee
--------------------------------------------------------------------------------

Deferred
Compensation
Obligations                                      $50,000,000             $15,152
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h).
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, 1996; and

          2.   All other reports filed by Viacom Inc. with the Commission
               since December 31, 1996, pursuant to Section 13(a) or 15(d)
               of the Exchange Act.

     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.
          -------------------------

     The securities being registered  represent  obligations (the "Obligations")
of Viacom Inc. to pay to the  participants in the Viacom Inc. Excess  Investment
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 Viacom Inc.  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  194  (mutual  funds),  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 the New York Stock  Exchange,  the American Stock Exchange or
the Nasdaq National Market including shares of Viacom Inc. 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 Viacom Inc. and rank
pari passu with other unsecured and  unsubordinated  indebtedness of Viacom Inc.
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 Viacom Inc.
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.  Viacom Inc.  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
Viacom  Inc.  Assets in any trust or fund  will at all times be  subject  to the
claims of Viacom Inc.'s general creditors.

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

     Michael D. Fricklas,  Esq.,  Senior Vice President,  Deputy General Counsel
and  Assistant  Secretary  of Viacom Inc.  who has rendered an opinion as to the
enforceability of the Obligations,  participates in the Plan; as of December 18,
1997,  $294,309 of Obligations had been credited to Mr. Fricklas' account in the
Plan.

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  completed  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 for 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. Excess Investment Plan

          4.2       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))
4.3       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))

          4.4       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   Michael   D.   Fricklas,   Esq.   as  to  the
                    enforceability of the Obligations

          23.1      Consent of Price Waterhouse LLP

          23.2      Consent of Michael D. Fricklas,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
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 December 22, 1997.

                                    VIACOM INC.
                                    (Registrant)

                                    By: /s/ PHILIPPE P. DAUMAN
                                       ---------------------------------
                                    Name:      Philippe P. Dauman
                                    Title:     Deputy Chairman,
                                               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 December 22,
1997 in the capacities shown:

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

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

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

/s/ THOMAS E. DOOLEY                          Director
--------------------------------
Thomas E. Dooley

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

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

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

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

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

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

/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               December 22, 1997
         -----------------------
         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. Excess Investment Plan

  4.2          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))

  4.3          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))

  4.4          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   Michael   D.   Fricklas,   Esq.   as  to  the
               enforceability of the Obligations

  23.1         Consent of Price Waterhouse LLP

  23.2         Consent of Michael D. Fricklas, Esq. (contained in Exhibit 5)

  24           Powers of Attorney