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
Viacom Inc. [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)
01/26/2006
(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)

Code

V

Amount

(A) or (D)

Price

Class B Common Stock

01/26/2006 M 619A (1) 619D

 

Class B Common Stock

01/26/2006 F 268D $43.1351D

 

Class B Common Stock

01/26/2006 M 971A (1) 1,322D

 

Class B Common Stock

01/26/2006 F 368D $43.1954D

 

Class B Common Stock

       1,064.155I

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Share Units (2)

(1) 01/26/2006 M  619  (1)   (1)

Class B Common Stock

619 (2) 5,743D

 

Restricted Share Units (2)

(1) 01/26/2006 M  971  (1)   (1)

Class B Common Stock

971 (2) 4,772D

 


Explanation of Responses:
1.

Shares of the Issuer's Class B common stock were issued to the Reporting Person on January 26, 2006 upon vesting of one-quarter of previously granted Restricted Share Units. On January 26, 2006, the closing price of the Issuer's Class B common stock on the New York Stock Exchange was $43.10 per share.

2.

Issued under the Viacom Inc. 2006 Long-Term Management Incentive Plan for no consideration.



Signatures

/s/ Robinson, Carole

01/30/2006
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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