Robinson Carole (Form Type: 4, Filing Date: 01/04/2006)

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Robinson Carole

2. Issuer Name and Ticker or Trading Symbol
New Viacom Corp. [VIA, VIAB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Corporate Relations

(Last)

(First)

(Middle)

1515 BROADWAY

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

(Street)

NEW YORK, NY 10036

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/31/2005		A		288	A	⁽¹⁾	288	D
Class B Common Stock	12/31/2005		A		1,025	A	⁽²⁾	1,025	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Phantom Common Stock Units⁽³⁾

⁽⁴⁾

12/31/2005

117

⁽⁴⁾

Class B Common Stock

117

⁽⁴⁾

117

Employee Stock Option (Right to Buy)⁽⁵⁾

$22.0737

01/03/2006

2,114

⁽⁶⁾

08/01/2006

Class B Common Stock

2,114

⁽⁷⁾

2,114

Employee Stock Option (Right to Buy)⁽⁵⁾

$19.2356

01/03/2006

11,892

⁽⁶⁾

08/01/2007

Class B Common Stock

11,892

⁽⁷⁾

11,892

Employee Stock Option (Right to Buy)⁽⁵⁾

$52.8979

01/03/2006

15,856

⁽⁶⁾

08/01/2009

Class B Common Stock

15,856

⁽⁷⁾

15,856

Employee Stock Option (Right to Buy)⁽⁵⁾

$69.6265

01/03/2006

15,856

⁽⁶⁾

01/31/2011

Class B Common Stock

15,856

⁽⁷⁾

15,856

Employee Stock Option (Right to Buy)⁽⁵⁾

$47.1493

01/03/2006

13,874

⁽⁸⁾

01/26/2013

Class B Common Stock

13,874

⁽⁷⁾

13,874

Employee Stock Option (Right to Buy)⁽⁵⁾

$47.1493

01/03/2006

21,339

⁽⁸⁾

01/26/2013

Class B Common Stock

21,339

⁽⁷⁾

35,213

Employee Stock Option (Right to Buy)⁽⁵⁾

$49.6089

01/03/2006

17,838

⁽⁶⁾

01/29/2013

Class B Common Stock

17,838

⁽⁷⁾

17,838

Employee Stock Option (Right to Buy)⁽⁵⁾

$50.9459

01/03/2006

19,820

⁽⁶⁾

01/28/2014

Class B Common Stock

19,820

⁽⁷⁾

19,820

Emplyee Stock Option (Right to Buy)⁽⁵⁾

$49.8233

01/03/2006

17,838

⁽⁶⁾

01/30/2012

Class B Common Stock

17,838

⁽⁷⁾

17,838

Restricted Stock Units⁽⁹⁾⁽¹⁰⁾

⁽⁹⁾

01/03/2006

2,477

⁽⁹⁾

Class B Common Stock

2,477

⁽¹¹⁾

2,477

Restricted Stock Units⁽⁹⁾⁽¹⁰⁾

⁽⁹⁾

01/03/2006

3,885

⁽⁹⁾

Class B Common Stock

3,885

⁽¹¹⁾

6,362

Explanation of Responses:

1.	Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class A common stock was exchanged for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of the Issuer's Class A common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class A common stock on the New York Stock Exchange was $40.00 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.
2.	Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of the Issuer's Class B common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.
3.	Phantom Common Stock Units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Viacom Excess 401(k) Plan for Designated Senior Executives. Each Viacom Class A Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class A common stock and each Viacom Class B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock.
4.	In the Merger, each share of Viacom Class B Phantom common stock was deemed exchanged for 0.5 shares of CBS Corporation Class B Phantom common stock and 0.5 shares of the Issuer's Class B Phantom common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share.
5.	Right to buy under the Viacom Inc. 2006 Long-Term Management Incentive Plan.
6.	Current.
7.	In the Merger, each grant of stock options to purchase Viacom Class B common stock was converted into a number of stock options to purchase the Issuer's Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.792802. The per share exercise price of the converted stock option was determined by dividing the pre-Merger exercise price by 0.792802.
8.	These options vest annually in four equal installments beginning on January 26, 2006.
9.	Each Restricted Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock. The Restricted Stock Units will vest in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting.
10.	Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan.
11.	In the Merger, each grant of Restricted Stock Units of Viacom Class B common stock was converted into a number of Restricted Stock Units of the Issuer's Class B common stock determined by multiplying the number of Restricted Stock Units included in the grant before the Merger by 0.792802.

	Signatures
	By: Michael D. Fricklas, Attorney-in-Fact	01/04/2006
	** Signature of Reporting Person	Date
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