SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
                      -------------------------------------
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                      -------------------------------------
       Date of Report (date of earliest event reported): December 4, 2000


                                   VIACOM INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)



               Delaware                 1-9553              04-2949533
          -------------------------------------------------------------
               (State or other     (Commission              (IRS Employer
               jurisdiction of     File Number)             Identification No.)
               incorporation)



                     1515 Broadway, New York, New York 10036
        -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code:(212) 258-6000





Item 7.   Financial Statements and Exhibits.
          ----------------------------------

          (c) The following exhibit is filed as part of this report on Form 8-K:

          99.1 Investor Presentation Materials,  dated December 4, 2000, for use
               at the UBS Warburg Media Conference 2000


Item 9.   Regulation FD Disclosure.
          -------------------------

          On December 4, 2000, Sumner M. Redstone,  Chairman and Chief Executive
Officer of the Registrant  presented at the UBS Warburg Media Conference 2000. A
copy of Mr. Redstone's presentation,  appearing in Exhibit 99.1 hereto, pursuant
to Regulation FD, is furnished and not filed.



                                    SIGNATURE


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        VIACOM INC.

Date:  December 4, 2000                 By:       /s/  Michael D. Fricklas
                                                  ----------------------------
                                        Name:     Michael D. Fricklas
                                        Title:    Executive Vice President,
                                                  General Counsel and Secretary



                                  EXHIBIT INDEX

Exhibit No.    Description
- -----------    ------------

     99.1      Investor Presentation Materials,  dated December 4, 2000, for use
               at the UBS Warburg Media Conference 2000



                                  EXHIBIT 99.1
                                  ------------

                                  [LOGO SLIDE]


WE ALL KNOW THAT THE VIACOM-CBS MERGER CREATED A GLOBAL MEDIA POWERHOUSE. BUT AS
YOU CAN SEE  FROM  EVENTS  OVER  THE LAST FEW  WEEKS,  THE  MERGER  WAS ONLY THE
BEGINNING - THE OPENING  CHAPTER OF WHAT I GUARANTEE WILL PROVE TO BE ONE OF THE
MOST REMARKABLE GROWTH STORIES IN OUR INDUSTRY.

LAST  MONTH,  WE AGREED TO BUY IN THE  OUTSTANDING  SHARES OF  INFINITY - GIVING
VIACOM  IMMEDIATE ACCESS TO INFINITY'S $1.4 BILLION IN FREE CASH FLOW. WE EXPECT
TO CLOSE THIS DEAL IN EARLY JANUARY. THEN, IN A SECOND TRANSACTION, WE ANNOUNCED
OUR $3 BILLION ACQUISITION OF B.E.T. HOLDINGS, WHICH INCLUDES B.E.T. TELEVISION,
THE FIRST AND LARGEST  CABLE  NETWORK  TARGETED TO AFRICAN  AMERICANS.  WITH THE
ENTREPRENEURIAL  DRIVE OF BOB JOHNSON,  ALONG WITH VIACOM'S UNRIVALLED EXPERTISE
IN BUILDING,  NURTURING, AND EXTENDING BRANDS, I COULDN'T BE MORE THRILLED ABOUT
THIS  TRANSACTION,  OR MORE  CONFIDENT IN THE FUTURE  VITALITY AND GROWTH OF THE
B.E.T. BRAND. I WILL BE SURPRISED,  INDEED, IF WE CANNOT  SIGNIFICANTLY  IMPROVE
THE PROGRAMMING, THE DISTRIBUTION AND THE ADVERTISING REVENUE OF B.E.T.


THIS AGREEMENT IS PART OF OUR STRATEGIC GOAL OF EXPANDING  VIACOM'S  PRESENCE IN
THE FASTEST-GROWING AREAS OF OUR INDUSTRY THROUGH SMART, ACCRETIVE ACQUISITIONS.

THE B.E.T.  AND  INFINITY  TRANSACTIONS,  ALONG WITH OUR  STELLAR  THIRD-QUARTER
FINANCIAL RESULTS - OUR FIRST FULL QUARTER AS A COMBINED COMPANY - SHOW YOU THAT
THE  STRATEGY  MEL  KARMAZIN  AND I PUT INTO  PLACE WITH THE  CBS-VIACOM  MERGER
COULDN'T BE WORKING MORE EFFECTIVELY.

OUR EXTRAORDINARY THIRD-QUARTER RESULTS TELL THE STORY. BUT FIRST, HERE'S A LOOK
AT PRO FORMA FIGURES FOR 1999:

[SLIDE 1]

OUR COMBINED 1999 SEGMENT REVENUE WAS $22.5 BILLION ...

[SLIDE 2]

 ... AND PRO FORMA SEGMENT EBITDA CAME TO $4.5 BILLION.

DRIVEN BY  DOUBLE-DIGIT  ADVERTISING  SALES GAINS  ACROSS ALL OF OUR MAJOR MEDIA
PLATFORMS,  VIACOM  REPORTED  RECORD  THIRD-QUARTER  REVENUES  OF $6 BILLION AND
EBITDA OF $1.4 BILLION. ON A PRO-FORMA BASIS, REVENUES AND EBITDA WERE UP 7% AND
22%, RESPECTIVELY.

[SLIDE 3]

RESULTS WERE LED BY OUTSTANDING PERFORMANCES IN OUR CORE SEGMENTS OF TELEVISION,
CABLE NETWORKS,  AND INFINITY,  EACH OF WHICH RECORDED PRO-FORMA EBITDA GAINS IN
THE HIGH TEENS OR GREATER:  TELEVISION  WAS UP 39%;  CABLE  NETWORKS,  23%;  AND
INFINITY  UP 18%.  THE FACT IS THAT WE ARE THE ONLY  COMPANY IN THE MEDIA  WORLD
WITH  SIGNIFICANT  POSITIONS  IN THE FOUR  FASTEST  GROWING  AREAS OF THE  MEDIA
INDUSTRY - NAMELY: RADIO, OUTDOOR ADVERTISING,  BROADCAST AND CABLE PROGRAMMING.
AND, OF COURSE, THAT MEANS THE FOUR MOST VIBRANT PLATFORMS FOR ADVERTISING;  AND
WE ARE DOMINATING THESE PLATFORMS.

FREE CASH FLOW, THE PRIMARY MEASURE OF PERFORMANCE  FOR VIACOM,  WAS UP - AGAIN,
ON A PRO-FORMA BASIS - AN EXTREMELY ROBUST 113%.

[SLIDE 4]

WHAT DOES THIS  PHENOMENAL  OPERATING  PERFORMANCE  MEAN?  THE  ANSWER IS CLEAR:
DYNAMIC EBITDA AND FREE CASH FLOW GROWTH, OR, THE TWO WORDS INVESTORS LOVE MOST:
DYNAMIC GROWTH.

A FEW  MONTHS  BEFORE WE MERGED  WITH CBS,  I GAVE A SPEECH  ABOUT THE "ABC'S OF
SUCCESS FOR VIACOM." NOW, IN LIGHT OF THE MERGER,  I'D HAVE TO GO FROM A TO Z TO
ACCURATELY DESCRIBE OUR POWER AND OUR POTENTIAL.

BUT SINCE MY TIME  THIS  MORNING  IS  SHORT,  I WILL  LIMIT MY  COMMENTS  TO OUR
FAST-GROWING CORE OPERATIONS AND, SPECIFICALLY, TO FOUR KEY AREAS OF PROMINENCE:

[SLIDE 5]

VIACOM IS 1) FAR AND AWAY THE LARGEST  RECIPIENT OF ADVERTISING  REVENUES ACROSS
THE GLOBE; 2) THE PREEMINENT PRODUCER OF VALUABLE,  SOUGHT-AFTER CONTENT FOR THE
TELEVISION  BROADCAST AND SYNDICATION  MARKETS;  3) A PREEMINENT  DISTRIBUTOR OF
ENTERTAINMENT,  NEWS, AND SPORTS CONTENT TO AUDIENCES  AROUND THE WORLD,  AND 4)
THE COMPANY  WHICH HAS  PIONEERED  THE  INTERNATIONAL  MARKET WITH ITS  DOMINANT
BRANDS AND IS UNIQUELY  POSITIONED  TO TAKE  ADVANTAGE  OF THE DYNAMIC  OVERSEAS
GROWTH OPPORTUNITIES.

BUT BEFORE I ELABORATE, LET ME SET THE STAGE:

[SLIDE 6]

THE COMMUNICATIONS  INDUSTRY WAS THE FASTEST-GROWING  SECTOR OF THE U.S. ECONOMY
FROM 1994 TO 1999, AND IS EXPECTED TO MAINTAIN THAT NUMBER ONE POSITION  THROUGH
2004 -- GROWING AT A  COMPOUNDED  ANNUAL  GROWTH  RATE OF OVER 7%, WELL AHEAD OF
GDP.

THIS IS EXTRAORDINARY,  WHEN YOU CONSIDER THAT IT PUTS  COMMUNICATIONS  AHEAD OF
OTHER ECONOMIC  SECTORS KNOWN TO BE EXPERIENCING  RAPID AND SUSTAINABLE  GROWTH,
SUCH AS THE FINANCE AND SERVICE INDUSTRIES.

THERE HAS ALSO BEEN CONTINUED  GROWTH IN CONSUMER  MEDIA USAGE:  UP NEARLY 4% IN
1999 TO 9.3 HOURS PER DAY,  AND  FORECAST  TO  CONTINUE  TO RISE TO WELL OVER 10
HOURS A DAY BY 2004.

THIS MEANS THAT, RIGHT NOW, CONSUMING VIACOM'S PRODUCTS -- MEDIA AND INFORMATION
- - ACCOUNTS FOR MORE THAN HALF OF AMERICANS' WAKING HOURS.

[SLIDE 7]

GROWING LEISURE TIME MEANS RISING DEMAND FOR ENTERTAINMENT  AND INFORMATION.  AT
THE SAME TIME,  AD  SPENDING IS  INCREASING  AS  MARKETERS  IN  VIRTUALLY  EVERY
INDUSTRY  STRIVE TO GAIN OR MAINTAIN  MARKET  SHARE IN THE FACE OF MORE AND MORE
COMPETITION. BOTH OF THESE TRENDS ARE INDEED EXTREMELY POSITIVE FOR VIACOM.

 [SLIDE 8]

THE AD MARKET HAS OUTPACED GDP,  GROWING AT A COMPOUNDED  ANNUAL RATE OF 8% OVER
THE PAST FIVE YEARS,  A PACE AT WHICH IT WILL CONTINUE TO EXPAND - REACHING $320
BILLION BY 2004. AND VIACOM, I ASSURE YOU, WILL GET FAR MORE THAN ITS FAIR SHARE
OF THESE ADVERTISING DOLLARS FOR REASONS WHICH I WILL ELUCIDATE.

[SLIDE 9]

SIMPLY PUT, WE ARE IN THE BEST  POSITION IN OUR BUSINESS ... WE CLEARLY HAVE THE
MOST EXPLOSIVE GROWTH PROSPECTS, AND WE ARE REALIZING THE REWARDS AS WE SPEAK.

VIACOM IS A GLOBAL  ADVERTISING  JUGGERNAUT  AND THE  NUMBER  ONE  OUTLET ON THE
PLANET FOR CONNECTING ADVERTISERS WITH THE AUDIENCES THEY NEED TO REACH -

[SLIDE 10]

- - ALREADY  COMMANDING  NORTH OF $10 BILLION IN ADVERTISING  REVENUE.  INDEED,  A
RECENT  ANALYST  REPORT SAID THAT VIACOM HAS MORE THAN 20% OF THE AVAILABLE U.S.
ADVERTISING INVENTORY IN TV, RADIO, AND OUTDOOR. WE ARE INDEED A TRUE "ONE-STOP"
SHOP, ENABLING ADVERTISERS TO BUILD AND PROTECT THEIR BRANDS ACROSS A VARIETY OF
MEDIA.

THERE HAS BEEN TALK OF  ADVERTISING  SOFTNESS  IN THE FOURTH  QUARTER  AND 2001,
WHICH DAVID  POLTRACK  ADDRESSED  EARLIER IN REGARD TO NETWORK  TELEVISION.  HIS
FORECAST IS 7% GROWTH IN 2001,  INDICATING PRETTY HEALTHY AD SALES,  GIVEN WE'RE
COMING OFF SUCH A STRONG YEAR.

LET ME JUST SAY THAT IN SPITE OF A SLOWDOWN IN ONE CATEGORY OF ADVERTISERS - THE
DOT-COMS - WE'RE  HAVING NO PROBLEM  REPLACING  THEM - WHICH IS A TRIBUTE TO THE
STRENGTH OF OUR BRANDS AND THE QUALITY OF OUR MANAGEMENT TEAM.

WE CONTINUE TO OUTPERFORM THE INDUSTRY,  TO PICK UP MARKET SHARE, AND TO DELIVER
ON OUR PROMISES OF CREATING SIGNIFICANT CASH FLOW GROWTH.

IN VIACOM'S CORE SEGMENTS, THIRD-QUARTER ADVERTISING WAS UP DOUBLE-DIGITS IN THE
LOW TEENS, WHILE OVERALL INDUSTRY AD REVENUE WAS ONLY UP 7% AND GDP WAS UP 4%.

[SLIDE 11]

OBVIOUSLY,  WE'RE  GAINING  MARKET  SHARE.  THERE  ARE MANY  REASONS  FOR  THIS.
PRIMARILY,  THIS IS THE  ADVANTAGE OF BEING A  DIVERSIFIED  MEDIA COMPANY WITH A
STRONG  MANAGEMENT TEAM AND A GLOBAL FOOTPRINT  REACHING 139 COUNTRIES.  THIS IS
THE  ADVANTAGE  OF  HAVING  POWERFUL   WORLDWIDE  BRANDS,   TREMENDOUS   SYNERGY
OPPORTUNITIES,  AND EXTREMELY  ATTRACTIVE  OPPORTUNITIES  FOR  CROSS-SELLING AND
CROSS-PROMOTING.  THIS IS THE ADVANTAGE OF BEING ABLE TO GROW LOCAL  ADVERTISING
WITH RADIO, OUTDOOR AND CABLE AND BROADCAST TELEVISION.  INDEED, WE ARE THE ONLY
COMPANY THAT CAN CROSS-SELL  AGAINST ALL FOUR OF THE FASTEST GROWING SEGMENTS OF
THE MEDIA INDUSTRY BECAUSE WE ARE THE ONLY COMPANY WITH SIGNIFICANT POSITIONS IN
ALL FOUR.

WE  HAVE   SEEN   ADVERTISING   INCREASES   IN  MANY  KEY   SECTORS,   INCLUDING
PHARMACEUTICALS, FINANCIAL SERVICES, WIRELESS COMMUNICATIONS AND RETAIL. AND TOP
BENEFICIARIES  OF THIS GROWTH INCLUDE  VIACOM'S  LOCAL TV STATIONS.  WE HAVE THE
BEST SALES TEAM IN THE INDUSTRY,  AND AS A RESULT,  THE CBS NETWORK'S SUPER BOWL
AND SURVIVOR II PROMISE TO MAKE JANUARY 28TH ONE OF THE MOST-- IF NOT THE MOST--
PROFITABLE NIGHTS IN TELEVISION HISTORY.

INDEED,  CBS IS GOING  INTO  2001 WITH VERY  STRONG  PROSPECTS.  WE HAVE SEEN NO
MATERIAL  CHANGE IN  ADVERTISERS  WHO COMMITTED IN THE UPFRONT.  IN FACT, 95% OF
PRIMETIME IS SOLD OUT FOR THE FIRST QUARTER.  ALL OF OUR MAJOR EVENT PROGRAMMING
FOR EARLY 2001 IS CLOSE TO SOLD OUT OR SOLD OUT AT VERY GOOD  PRICES - INCLUDING
THE SUPER BOWL, SURVIVOR II, THE GRAMMY'S AND THE FINAL FOUR. OVER THE COURSE OF
SURVIVOR II'S RUN, CBS'S ABILITY TO LAUNCH  MID-SEASON  REPLACEMENTS  AND SUMMER
PROGRAMMING WILL BE UNMATCHED.

OF COURSE,  THE RADIO  INDUSTRY,  COMING OFF OF 20% GROWTH LAST YEAR,  WILL HAVE
TOUGH COMPS IN THE FIRST HALF, BUT THIS IS A TEMPORARY PHENOMENON.

AS YOU KNOW, IN OUR MOST RECENT  FORECAST,  WE PROJECTED $5 BILLION IN PRO FORMA
EBITDA FOR THE YEAR AND FOR 20% EBITDA  GROWTH IN 2001 - THE SAME  TARGET SET BY
ME AND MEL AT THE BEGINNING OF OUR MERGER.

IN SHORT,  VIACOM  MAY BE IN THE SAME  INDUSTRY  AS SOME  OTHERS - BUT WE ARE AN
ENTIRELY  DIFFERENT AND UNIQUE COMPANY.  WE ARE NOT ONLY IN THE  FASTEST-GROWING
SECTORS OF THE MEDIA  INDUSTRY,  BUT ALSO IN  BUSINESSES  WITH VERY LOW  CAPITAL
REQUIREMENTS - A  CHARACTERISTIC  THAT SETS US APART FROM MANY OF OUR PEERS.  WE
HAVE  THE  ABILITY  TO  DELIVER  WEALTH  TO  SHAREHOLDERS  NO  MATTER  WHAT  THE
ENVIRONMENT  BECAUSE WE HAVE THE ABILITY TO DELIVER SIGNIFICANT FREE CASH FLOW -
AND THAT IS WHAT DRIVES SHAREHOLDER WEALTH.

[SLIDE 12]

WITH ALL THE FOCUS ON ADVERTISING, LET'S NOT OVERLOOK VIACOM'S OTHER SIGNIFICANT
AREA OF STRENGTH ... AND GROWTH  POTENTIAL:  CONTENT.  INDEED,  CONTENT IS STILL
KING ... BECAUSE YOU CAN'T APPEAL TO ADVERTISERS  WITHOUT HAVING STRONG CONTENT.
WHETHER IT BE NETWORK TV, CABLE, RADIO, OR ONLINE, NO

ONE OUTDOES  VIACOM WHEN IT COMES TO  PRODUCING  A DIVERSE,  DESIRABLE  ARRAY OF
PROGRAMMING.

TO FOCUS  FOR A MOMENT ON OUR  TELEVISION  PRODUCTION,  VIACOM  IS A  PRIME-TIME
PROGRAMMING  JUGGERNAUT,  CHURNING OUT MORE HOURS OF PRODUCTION  THAN ANY OF ITS
PEERS - MORE THAN TWO DOZEN HOURS A WEEK, WELL AHEAD OF OUR NEAREST COMPETITOR.

WHEN YOU ADD TO THE TALLY OUR FIRST-RUN  SYNDICATED PRODUCT, THE NUMBER OF HOURS
OF TELEVISION WE'RE RESPONSIBLE FOR JUMPS TO OVER 70 HOURS. AND WE HAVE QUALITY,
NOT JUST QUANTITY, WITH A LEADING POSITION IN VIRTUALLY EVERY GENRE: GAME SHOWS,
WITH WHEEL OF  FORTUNE,  HOLLYWOOD  SQUARES  AND  JEOPARDY!;  TALK  SHOWS,  WITH
OPRAH--WHO,  BY THE WAY, JUST SIGNED ON THROUGH 2004--MONTEL  WILLIAMS,  AND THE
NEW DR. LAURA;  ENTERTAINMENT NEWS SHOWS, WITH ENTERTAINMENT  TONIGHT AND INSIDE
EDITION;  AND  COURTROOM  SHOWS,  WITH JUDGE JUDY,  JUDGE JOE BROWN,  AND CURTIS
COURT. INDEED, WE HAVE EVERY SINGLE ONE OF THE TOP FIVE SHOWS IN SYNDICATION.

[SLIDE 13]

TO TOP IT OFF, WE ARE A FORCE IN OFF-NETWORK SYNDICATION AS WELL, WITH NEARLY 20
SHOWS IN  OFF-NETWORK  SYNDICATION,  MONEY-MAKING  HITS  RANGING FROM FRASIER TO
WALKER  TEXAS  RANGER TO  SABRINA.  AS WELL,  WE HAVE TWO MAJOR  SHOWS  FROM THE
PARAMOUNT  LIBRARY  BECOMING  AVAILABLE ONCE AGAIN IN SYNDICATION ... CHEERS AND
STAR TREK:
NEXT GENERATION - FOR VERY GOOD PRICES.

[SLIDE 14]

WE ARE ALSO A MAJOR AND GROWING FORCE IN CONTENT CREATION.  MISSION:  IMPOSSIBLE
2, FOR EXAMPLE,  IS THE YEAR'S  BIGGEST HIT, WITH OVER $500 MILLION IN WORLDWIDE
BOX-OFFICE RECEIPTS.  OR LOOK AT KINGS OF COMEDY, A SMALL PICTURE FROM MTV FILMS
WHICH  COST $3  MILLION  TO MAKE AND WILL  LIKELY  GROSS  ABOUT $40  MILLION  IN
DOMESTIC BOX OFFICE.  OR THE SECOND RUGRATS MOVIE,  WHICH OPENED A FEW WEEKS AGO
AND HAS DONE $55  MILLION  IN BOX  OFFICE TO DATE.  WE EXPECT IT TO BE EVEN MORE
SUCCESSFUL  THAN ITS  PREDECESSOR.  AND  RUGRATS  IS NOT JUST AN  EXCELLENT  AND
PROFITABLE  MOVIE  -  IT  REPRESENTS  A  HIGH  GROWTH  FRANCHISE  FOR  VIACOM  -
PARAMOUNT-NICKELODEON  ANIMATION.  WE NOW HAVE AT LEAST ONE FULL-LENGTH ANIMATED
PICTURE EVERY YEAR AND WE HOPE TO GET TO TWO OR THREE.  WE ARE ALSO VERY EXCITED
ABOUT THE  UPCOMING  FILM WHAT WOMEN  WANT,  STARRING  MEL  GIBSON,  WHICH OPENS
DECEMBER 15TH.

OR  LOOK  AT  BLOCKBUSTER,   THE  WORLD'S  LEADING  PURVEYOR  OF  RENTABLE  HOME
ENTERTAINMENT  THROUGH  7,500  STORES  AROUND  THE  GLOBE.  AND SIMON & SCHUSTER
CONTINUES TO TOUCH PEOPLE'S LIVES WITH BEST-SELLER AFTER BEST-SELLER.

BLOCKBUSTER,  BY THE WAY, IS VERY SUCCESSFULLY POSITIONING ITSELF AS THE PREMIER
AGGREGATOR  OF  ENTERTAINMENT,  NO  MATTER  WHAT THE  MEDIUM -  VIDEO,  DVD,  OR
VIDEO-ON-DEMAND.  WE'RE EXPECTING A TERRIFIC FOURTH-QUARTER PERFORMANCE IN THEIR
CORE RENTAL BUSINESS,  WITH ELEVEN $100 MILLION-PLUS  MOVIES HITTING THE SHELVES
IN THE QUARTER.

NO MATTER WHAT MEDIUM - TV, RADIO, FILM, INTERNET - NO MATTER WHERE YOU TURN THE
DIAL - BROADCAST  TV, BASIC  CABLE,  PREMIUM  CABLE - VIACOM IS THERE,  AND WITH
OUTSTANDING CONTENT ...

[SLIDE 15]

 ... THAT APPEALS TO THE BROADEST ARRAY OF DEMOGRAPHICS ...

[SLIDE 16]

 ... FROM THE  PRESCHOOLERS  WHO LOVE NICK JR. TO THE TEENS AND YOUNG  ADULTS WHO
TUNE IN TO MTV AND VH1 TO THE ADULTS WHO WATCH NICK AT NITE AND CMT AND WOULDN'T
MISS A SINGLE 60 MINUTES.

[SLIDE 17]

MOREOVER, VIACOM IS IN THE BEST MEDIA SEGMENTS, AND IN THE LARGEST MARKETS.

WE HAVE MULTIPLE  MEDIA  PRESENCE IN EVERY MAJOR MEDIA MARKET ... AND IN SECTORS
WITH THE MOST VIBRANT GROWTH.

[SLIDE 18]

INDEED,  MORE THAN 80% OF OUR EBITDA COMES FROM OUR  BROADCAST  TV,  CABLE,  AND
INFINITY  SEGMENTS - EXACTLY  THOSE  AREAS  DESTINED TO  EXPERIENCE  THE FASTEST
GROWTH IN THE MEDIA WORLD. THE INEVITABLE,  LOGICAL RESULT: A GROWTH  TRAJECTORY
FOR VIACOM THAT EXCEEDS THE  COMPETITION.  THESE  SEGMENTS -  BROADCAST,  CABLE,
RADIO AND OUTDOOR CREATE FOR VIACOM  PLATFORMS  WITH THE ABILITY - UNIQUE,  AS I
SAID, TO VIACOM - TO  CROSS-SELL.  AND, OF COURSE,  ALSO UNIQUE TO VIACOM IS THE
ABILITY TO OFFER  ADVERTISERS  EVERY  DEMOGRAPHIC AND TO OFFER  ADVERTISERS BOTH
MASS BROADCASTING AND THE MOST POWERFUL NICHE CABLE NETWORKS IN THE MEDIA WORLD.

NOT ONLY ARE WE IN THE BEST  ADVERTISING  SECTORS,  BUT WITHIN THOSE  SECTORS WE
HAVE COMMANDING POSITIONS IN DISTRIBUTION AS WELL AS CONTENT.

[SLIDE 19]

IN THE U.S.  MARKET,  VIACOM'S  BROADCAST  NETWORKS  ARE NUMBER ONE IN  AUDIENCE
DELIVERY.

THIS  FALL  CBS  DEBUTED   THE   STRONGEST   FRESHMAN   CLASS  OUT  OF  ALL  THE
NETWORKS...INCLUDING  THE  SEASON'S  TOP  TWO  NEW  DRAMAS  - CSI:  CRIME  SCENE
INVESTIGATION  AND THE  DISTRICT.  AND AS  MENTIONED  EARLIER,  2001 IS  LOOKING
EXCEEDINGLY  GOOD WITH THE SUPER BOWL,  SURVIVOR  II, THE  GRAMMY'S AND THE NCAA
TOURNAMENT.

MEANWHILE,  UPN IS CONTINUING ITS GROWTH TRAJECTORY,  WITH DOUBLE-DIGIT  RATINGS
GROWTH IN ADULTS 18-49 ON EVERY NIGHT OF ITS SCHEDULE.

[SLIDE 20]

OUR CABLE  NETWORKS  HAVE THEIR OWN HITS AS WELL.  LAST  QUARTER'S  BROADCAST OF
MTV'S VIDEO MUSIC AWARDS WAS THE NUMBER ONE ENTERTAINMENT PROGRAM OF THE YEAR ON
CABLE TELEVISION,  REACHING 27 MILLION VIEWERS,  AND OUT-RATED THE COMPETITION -
INCLUDING  ALL  BROADCAST  NETWORKS  -  IN  MTV'S  TARGET  AUDIENCE  OF  12-  TO
34-YEAR-OLDS.  THE VMA'S ARE ONE OF MANY ANNUAL EVENTS ON THE MTV NETWORKS WHICH
NOT ONLY CREATE TREMENDOUS  REVENUE BUT ARE INCREDIBLY  EFFECTIVE IN SOLIDIFYING
OUR BRAND  STRENGTH  AMONG OUR  TARGET  AUDIENCES.  AND WE'RE  REPLICATING  THAT
SUCCESS AROUND THE WORLD, WITH THE EUROPEAN MUSIC VIDEO AWARDS,  BEAMED INTO 326
MILLION  HOMES FROM  STOCKHOLM  LAST MONTH,  AND THE MTV MANDARIN  MUSIC AWARDS,
BROADCAST  WITH OUR PARTNER  CHINA CENTRAL  TELEVISION  (WHICH IN REALITY IS THE
CHINESE  GOVERNMENT),  PLAYED TO 800 MILLION PEOPLE,  500 MILLION IN CHINA,  180
MILLION IN THE REST OF ASIA AND 130 MILLION ON OTHER MTV INTERNATIONAL CHANNELS.

[SLIDE 21]

MTV IS  CONSISTENTLY  THE  NUMBER ONE  NETWORK  FOR 12- TO  24-YEAR-OLDS,  WHILE
NICKELODEON HAS BEEN THE NUMBER ONE BASIC CABLE NETWORK IN TOTAL  HOUSEHOLDS AND
KIDS FOR 5 YEARS IN A ROW. TV LAND,  WHICH WAS LAUNCHED ONLY A SHORT TIME AGO IN
AN ENVIRONMENT OF SHORTAGE OF CABLE ANALOG CAPACITY,NOW REACHES 52 MILLION HOMES
WITH THE RESULT THAT TV LAND'S  ADVERTISING  REVENUE WAS UP 80% IN THE LAST NINE
MONTHS.

AND BY THE WAY,  NEXT YEAR,  CABLE  OPERATORS WHO DID NOT, UP UNTIL NOW, HAVE TO
PAY AFFILIATE  FEES WILL ALL BE PAYING  AFFILIATE FEES TO TV LAND. AND VH1 IS UP
TO 73 MILLION IN DISTRIBUTION WITH STRONG GROWTH IN RATINGS AND ADVERTISING.

IN  THE  U.S.,   MTV  NETWORKS  HAS  FOUR  SERVICES  THAT  HAVE  VIRTUALLY  FULL
DISTRIBUTION OF MORE THAN 70 MILLION HOUSEHOLDS:  MTV, NICKELODEON/NICK AT NITE,
VH1, AND TNN: THE NATIONAL  NETWORK.  B.E.T. IS NOT FAR BEHIND AT 62 MILLION,  A
NUMBER THAT WE ARE GOING TO GROW QUICKLY TO OVER 70 MILLION.

WE BELIEVE THERE IS TREMENDOUS  UPSIDE FOR CMT, NOW UNDER THE LEADERSHIP OF JOHN
SYKES,  WHO CREATED  THE SIZZLE AT VH1 AND WILL DO THE SAME FOR  COUNTRY  MUSIC.
TNN, TOO, HAS ENORMOUS POTENTIAL UNDER  NICKELODEON'S  HERB SCANNELL,  REBRANDED
THE  NATIONAL  NETWORK  AND  REPOSITIONED  AS A  GENERAL  ENTERTAINMENT  NETWORK
COVERING ALL THINGS POP CULTURE.  IT WILL DO THIS WITH SUCH HIT  PROGRAMMING  AS
THE WWF, AND WITH  PARAMOUNT  SHOWS THAT CAN BE SHARED ACROSS OTHER MTV NETWORKS
PLATFORMS  SUCH AS NICK AT NITE AND TV LAND. IT WILL ALSO START  DEVELOPING  ITS
OWN ORIGINAL SIGNATURE PROGRAMMING.

[SLIDE 22]

WHEN YOU AGGREGATE OUR BROADCAST AND CABLE  NETWORKS'  AUDIENCES,  VIACOM IS THE
SINGLE LARGEST DELIVERY VEHICLE IN TELEVISION.

[SLIDE 23]

OUR POWER AS A NATIONAL PLATFORM IS MATCHED BY OUR STRENGTH IN LOCAL MARKETS.

[SLIDE 24]

OUR TV  STATIONS  GROUP OF 35 STATIONS  IS RANKED  NUMBER ONE IN LOCAL  AUDIENCE
DELIVERY BY A LARGE MARGIN, WELL AHEAD OF OUR NEAREST COMPETITORS.

[SLIDE 25]

MOREOVER,  OUR SIX DUOPOLIES IN KEY MARKETS GIVES US  SIGNIFICANT  OPPORTUNITIES
FOR LOWERING COSTS AND INCREASING EFFICIENCIES.

[SLIDE 26]

AND,  OF  COURSE,  WITH  INFINITY  BROADCASTING,  WE HAVE  THE  WORLD'S  LARGEST
PURE-PLAY OUT-OF-HOME MEDIA ENTERPRISE.

[SLIDE 27]

INFINITY IS SUPERBLY POSITIONED: MORE THAN 90% OF ITS MORE THAN 180 STATIONS ARE
IN MAJOR MARKETS,  WHERE RADIO STATIONS  CAPTURE LARGER LEVELS OF CASH FLOWS. IN
27 OF ITS 41  MARKETS,  INFINITY  HAS  OVER  25% OF  MARKET  REVENUE.  AND IN 30
MARKETS, INFINITY RANKS FIRST OR SECOND.

[SLIDE 28]

INFINITY  OPERATES  SIX OF THE  NATION'S TOP 10 RADIO  STATIONS,  INCLUDING  THE
NUMBER  ONE-BILLING  AM STATION,  WFAN,  AND THE NUMBER  ONE-BILLING FM STATION,
K-ROCK.
[SLIDE 29]

INFINITY'S OUTDOOR GROUP, MADE UP OF TDI WORLDWIDE AND INFINITY OUTDOOR,  IS THE
LARGEST  OUTDOOR  ADVERTISING  GROUP IN THE WORLD.  AND ONLY IN RECENT TIMES, WE
HAVE  ACQUIRED  OUTDOOR  ADVERTISING  COMPANIES  IN ITALY,  FRANCE,  IRELAND AND
HOLLAND.  OUR  STRATEGY  HAS  BEEN TO  PAIR  OUR  RADIO  STATIONS  WITH  OUTDOOR
ADVERTISING  OPPORTUNITIES IN MANY MAJOR MARKETS - UNIQUE AND VALUABLE  EXPOSURE
THAT CAN'T BE OFFERED BY ANYONE ELSE. JUST AS AN EXAMPLE,  FIDELITY FUNDS, WHICH
HAVE NEVER SPENT MORE THAN $12 MILLION ON EITHER CBS OR VIACOM,  THIS YEAR SPENT
$50 MILLION TO OBTAIN RADIO AND OUTDOOR  EXPOSURE IN BOSTON,  SAN  FRANCISCO AND
NEW YORK - SOMETHING THAT NO ONE ELSE COULD PROVIDE. AND THEY'RE IN THE MIDST OF
RENEWING THAT DEAL FOR 2001.

VIACOM PLUS ALSO JUST DID A DEAL WITH DAIMLER  CHRYSLER  THAT BRINGS IN MILLIONS
OF INCREMENTAL DOLLARS, A TRAVEL-THEMED  MINIVAN CAMPAIGN ACROSS MULTIPLE VIACOM
MEDIA,  INCLUDING SOME THAT CHRYSLER HAS NEVER ADVERTISED ON BEFORE, SUCH AS THE
EARLY SHOW,  CBSNEWS.COM,  AND  PARAMOUNT  STATIONS THAT ARE NOW PART OF THE CBS
STATIONS GROUP.

[SLIDE 30]

FINALLY,  YOU CAN'T TALK ABOUT OUR DISTRIBUTION WITHOUT CONSIDERING OUR INTERNET
ASSETS.  THE MTVI GROUP'S PORTFOLIO OF SITES,  WHICH INCLUDES 20 SITES FOR MUSIC
FANS WORLDWIDE, IS THE NUMBER ONE MUSIC ENTERTAINMENT NETWORK ON THE WEB.

IN FACT,  THE MTV VIDEO  MUSIC  AWARDS  WERE MORE THAN A BIG HIT ON CABLE - THEY
ALSO SPURRED TRAFFIC TO MTV.COM TO RECORD HEIGHTS.  MORE THAN 2.5 MILLION PEOPLE
VOTED ON MTV.COM FOR THE VIEWERS' CHOICE AWARDS - UP 150% FROM LAST YEAR. AND AD
REVENUE IS UP  DRAMATICALLY:  THIS YEAR,  THE MTVi GROUP HAS  ALREADY  MORE THAN
DOUBLED ITS BILLINGS COMPARED TO A YEAR AGO.

WE ALSO HAVE  SIGNIFICANT  INVESTMENTS IN HIGH-PROFILE  SITES FOR SPORTS,  NEWS,
FINANCE,  HEALTH AND OTHER GENRES A TOTAL OF 14 INVESTMENTS MADE BY SWAPPING AIR
TIME FOR EQUITY.

WE ARE  LEADING  THE WAY IN THE DRIVE TO  DEVELOP  CONVERGENT  PROGRAMMING  THAT
REALLY  WORKS.  THE  SURVIVOR  WEB SITE BROKE NEW GROUND IN TERMS OF CONTENT AND
VISITORS,  WHILE MTV HAS A WEALTH OF  CONVERGENT  PROGRAMMING  INCLUDING  MY VH1
MUSIC AWARDS AND TOTAL REQUEST LIVE.

[SLIDE 31]

THIS  UNPARALLELED  PRESENCE  ENABLES  US TO GIVE  ADVERTISERS  THE  ABILITY  TO
AGGREGATE  AUDIENCES:  FROM IMUS AT  BREAKFAST  TO  LETTERMAN  BEFORE  BED,  AND
EVERYTHING IN BETWEEN: ON THE WEB, ON CABLE, ON BROADCAST TV, ON RADIO AND BUSES
AND BILLBOARDS.

[SLIDE 32]

AND WE HAVE  THE  ABILITY  TO  CROSS-PROMOTE  AS WELL AS TO  CROSS-SELL  OUR OWN
PRODUCTS. BUT BEYOND CROSS-PROMOTION,  THE NEW VIACOM HAS NUMEROUS OPPORTUNITIES
FOR REVENUE-ENHANCING SYNERGIES.

CBS SPORTS IS REBROADCASTING SHOWTIME'S BOXING MATCHES. NICKELODEON IS SUPPLYING
CBS WITH ITS SATURDAY  MORNING LINEUP OF NICK JR.  PRE-SCHOOL  SHOWS,  WHICH HAS
TRIPLED  CBS'S KIDS  RATINGS  WHILE  GIVING THE NICK BRAND GREAT  EXPOSURE.  VH1
TEAMED UP WITH  WESTWOOD  ONE,  WHICH IS MANAGED BY INFINITY,  TO LAUNCH THE VH1
RADIO NETWORK IN OCTOBER.  MTV WILL BE PRODUCING THE HALFTIME SHOW FOR JANUARY'S
SUPER BOWL, WHICH WILL BE BROADCAST BY CBS SPORTS.  ... THE LIST OF SYNERGIES IS
EXTENSIVE ALREADY, AND WE'RE JUST BEGINNING.

[SLIDE 33]

THE  INTERNATIONAL  OUTLOOK FOR VIACOM IS, IF POSSIBLE,  EVEN MORE EXCITING THAN
WHAT WE'RE DOING IN THE U.S. WE HAVE A PROFITABLE  GLOBAL  PRESENCE,  AND AS THE
ECONOMIES IN THESE  COUNTRIES  CONTINUE TO DEVELOP,  VIACOM WILL REAP TREMENDOUS
REWARDS.

[SLIDE 34]

MTV IS THE MOST  UBIQUITOUS  CABLE  CHANNEL IN THE WORLD,  REACHING  328 MILLION
HOUSEHOLDS  IN 139  COUNTRIES,  AND IT CONTINUES  TO GROW AT A PHENOMENAL  RATE.
RECENT  CHANNEL  LAUNCHES  INCLUDE  MTV  SPAIN,  MTV  FRANCE,  AND MTV  HOLLAND.
MEANWHILE  WE'VE  ANNOUNCED  PLANS TO  LAUNCH  MTV IN JAPAN  AND TO  EXTEND  OUR
PRESENCE IN THE  PHILIPPINES.  NICKELODEON IS GROWING RAPIDLY  OVERSEAS AS WELL,
REACHING 300 MILLION  HOUSEHOLDS  - AND MOST  RECENTLY  LAUNCHING 10  ADDITIONAL
CHANNELS - IN INDONESIA, IN MALAYSIA, IN INDIA, IN JAPAN, IN THE PHILIPPINES, IN
HUNGARY, IN POLAND, IN NEW ZEALAND, IN SPAIN.

THE KEY TO MTV  NETWORKS'  INTERNATIONAL  SUCCESS IS OUR  ABILITY  TO  CUSTOMIZE
CONTENT TO APPEAL TO LOCAL YOUTH ... AND TO OFFER ADVERTISERS THE MOST EFFECTIVE
WAY TO REACH THAT LUCRATIVE TARGET MARKET. MTV, IN FACT, IS THE NUMBER ONE MUSIC
CHANNEL AROUND THE WORLD ... WHICH TRANSLATES INTO STRONG  DOUBLE-DIGIT LOCAL AD
SALES GROWTH.  IN FACT,  FOR THE FIRST NINE MONTHS OF THIS YEAR, AD SALES AT MTV
ASIA WERE UP 134%, WHILE  DISTRIBUTION HAS CLIMBED TO 110 MILLION HOMES, UP FROM
72 MILLION IN 1998.  AND IN EUROPE,  DISTRIBUTION  HAS JUMPED FROM 62 MILLION TO
APPROXIMATELY 85 MILLION HOMES.

AS RAPIDLY AS WE'VE GROWN,  THERE IS  TREMENDOUS  ROOM FOR FURTHER  GROWTH.  FOR
EXAMPLE,  AS A PERCENTAGE OF GDP, THE U.S.  SPENDS ABOUT 0.6% ON TV ADVERTISING.
IN CHINA, WHICH HAS 2 BILLION PEOPLE IN MTV'S TARGET DEMOGRAPHIC,  THE FIGURE IS
A FRACTION OF THAT, ABOUT 0.2%. INDIA IS EVEN LESS. AS THIS GAP NARROWS,  VIACOM
WILL REAP ENORMOUS BENEFITS.

IN  ADDITION,  MULTICHANNEL  DISTRIBUTION  IS STILL IN THE EARLY  STAGES IN MOST
INTERNATIONAL  MARKETS, WITH A WORLDWIDE AVERAGE PENETRATION OF ONLY 30% - WHICH
IS ABOUT WHERE THE U.S. WAS IN 1982.

[SLIDE 35]

HERE YOU SEE THE STRENGTH AND DEPTH OF OUR WORLDWIDE PRESENCE.  WE WILL CONTINUE
TO BUILD ON OUR OWN EXISTING CHANNELS AND CREATE ENTIRELY NEW BRANDS ... WE WILL
TAKE ASSETS LIKE CMT AND B.E.T.  AND NOT ONLY BUILD THEM INTO  DOMESTIC  POWERS,
BUT EXPLOIT  OPPORTUNITIES TO MAKE THEM  INTERNATIONAL  BRANDS. AND NO ONE IS AS
ADEPT AT DOING THIS - EXTENDING TV BRANDS ... AND CREATING NEW ONES - AS WE ARE.

WHILE MTV AND NICKELODEON  CONSTITUTE OUR LARGEST INTERNATIONAL  OPERATIONS,  WE
HAVE A NUMBER OF OTHER HIGHLY PROFITABLE VENTURES OUTSIDE THE UNITED STATES.

INFINITY BROADCASTING,  FOR EXAMPLE, IS THE LARGEST OUT-OF-HOME MEDIA ENTERPRISE
IN THE WORLD, WITH OUTDOOR ADVERTISING  OPERATIONS  THROUGHOUT NORTH AMERICA AND
EUROPE, INCLUDING THE U.K., IRELAND, HOLLAND, FRANCE, AND ITALY.

BLOCKBUSTER  HAS MORE THAN 2,400 STORES IN 25 COUNTRIES  OUTSIDE THE U.S. WE OWN
50% OF THEATER  CHAIN UCI,  WHICH IS ONE OF THE LARGEST  MULTIPLEX  OPERATORS IN
EUROPE,  WITH NEARLY 900  SCREENS.  WE ARE  PARTNERS IN UIP,  WHICH  DISTRIBUTES
PARAMOUNT'S FILMS OUTSIDE NORTH AMERICA.  THE PARAMOUNT COMEDY CHANNEL REACHES 6
MILLION HOMES IN THE UNITED KINGDOM.  SHOWTIME  RECENTLY  ENTERED SPAIN WITH ITS
SHOWTIME EXTREME CHANNEL.

AND, THROUGH PARAMOUNT INTERNATIONAL  TELEVISION,  CBS BROADCAST  INTERNATIONAL,
AND KING WORLD  INTERNATIONAL  PRODUCTIONS,  WE HAVE EXTENSIVE EXPERTISE IN BOTH
DISTRIBUTING  U.S.  TELEVISION  PROGRAMMING TO OTHER  COUNTRIES AND IN PRODUCING
CUSTOMIZED TV PROGRAMMING FOR THE INTERNATIONAL MARKETPLACE.

[SLIDE 36]

VIACOM HAS ENORMOUS  FINANCIAL  STRENGTH AND  FLEXIBILITY,  WITH ONE OF THE MOST
IMPRESSIVE  BALANCE SHEETS IN THE INDUSTRY.  UNBURDENED BY DEBT - WHICH,  BY THE
WAY,  MOODY'S  JUST  UPGRADED  TO A-3 -- WE WILL JUMP ON  GROWTH  OPPORTUNITIES,
PURSUE ACCRETIVE ACQUISITIONS, INVEST INTERNATIONALLY, AND BUY BACK OUR STOCK.

[SLIDE 37]

FINALLY, ADD TO ALL OF THESE STRENGTHS OUR OPERATIONAL  EXCELLENCE,  AND YOU SEE
WHY VIACOM IS SUCH A POWERFUL FORCE IN THE MEDIA INDUSTRY.

NO ONE IS BETTER THAN MEL  KARMAZIN AT DRIVING  EXCEPTIONAL  OPERATING  RESULTS.
JUST  LOOK AT  WHAT  HE DID AT THE CBS  TELEVISION  STATIONS  GROUP,  WHICH  HAS
DRAMATICALLY IMPROVED ITS MARGINS AND CASH FLOW OVER THE PAST FEW YEARS.

[SLIDE 38]

SO, TO  CONCLUDE:  WHAT DOES THIS ALL MEAN?  IT MEANS A GOLDEN AGE FOR MEDIA AND
DYNAMIC GROWTH FOR VIACOM.

[SLIDE 39]

YOU CAN EXPECT US TO  CONTINUE  NEXT YEAR TO BE VERY  AGGRESSIVE  IN GROWING OUR
BUSINESSES TO THEIR FULL POTENTIAL AND MAXIMIZING OUR RETURNS.

FIRST,  WE INTEND TO GROW  CASH FLOW AT OUR CORE  OPERATIONS  AT MORE THAN 20% A
YEAR.

WE WILL INVEST OUR CAPITAL TO OUR FASTEST-GROWING BUSINESSES.

WE  WILL  USE  THE  STRONG  FREE  CASH  FLOW  THAT  WE  GENERATE  FOR  ACCRETIVE
ACQUISITIONS IN OUR CORE BUSINESSES AND OTHER GROWTH OPPORTUNITIES.  AND WE WILL
CONTINUE TO BUY BACK OUR STOCK.

WE WILL ALSO CONTINUE TO EXPLOIT THE TREMENDOUS  SYNERGIES OF THIS MERGER,  BOTH
COST-SAVINGS AND REVENUE-ENHANCING INITIATIVES.

VIACOM HAS AN EXTRAORDINARY  MANAGEMENT TEAM. RIGHT OUT OF THE BOX, OUR MANAGERS
ARE HARNESSING THE POWER OF OUR UNION.

AND FOLKS, WE ARE JUST GETTING STARTED.

[LOGO SLIDE]

THANK YOU.  NOW I'M HAPPY TO TAKE YOUR QUESTIONS.