SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ANDELMAN DAVID R (Last) (First) (Middle) 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VIACOM INC [ CBS, CBS.A ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2005
	4. If Amendment, Date of 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

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: 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
Director Stock Option (right to buy)(1)	$42.6013	01/03/2006		A		12,734		(2)	12/14/2010	CBS Class B common stock	12,734	(3)	12,734	D
Director Stock Option (right to buy)(1)	$43.3473	01/03/2006		A		3,820		(2)	01/31/2011	CBS Class B common stock	3,820	(3)	3,820	D
Director Stock Option (right to buy)(1)	$31.4032	01/03/2006		A		3,820		(2)	01/31/2012	CBS Class B common stock	3,820	(3)	3,820	D
Director Stock Option (right to buy)(1)	$30.2724	01/03/2006		A		3,820		(2)	01/31/2013	CBS Class B common stock	3,820	(3)	3,820	D
Director Stock Option (right to buy)(1)	$31.6467	01/03/2006		A		5,093		(4)	01/31/2014	CBS Class B common stock	5,093	(3)	5,093	D
Director Stock Option (right to buy)(1)	$29.3222	01/03/2006		A		5,093		(5)	01/31/2015	CBS Class B common stock	5,093	(3)	5,093	D
Phantom Class A Common Stock Units	(6)	12/31/2005		A		2,281		(6)	(6)	CBS Class A common stock	2,281	(7)	2,281	D
Phantom Class B Common Stock Units	(6)	12/31/2005		A		2,298		(6)	(6)	CBS Class B common stock	2,298	(7)	2,298	D
Restricted Share Units(8)	(9)	01/03/2006		A		1,990		(9)	(9)	CBS Class B common stock	1,990	(10)	1,990	D

Explanation of Responses:

1. Right to buy under Issuer's stock option plan for outside directors.

2. Current.

3. Acquired pursuant to a merger between CBS Corporation (formerly know as Viacom Inc.) and Viacom Merger Sub Inc. (the Merger). In the Merger each grant of stock options to buy Viacom Class B common stock was converted into a number of stock options to buy CBS Corporation Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 1.273438. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 1.273438. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger.

4. These options vest in three equal annual installments beginning on January 31, 2005.

5. These options vest in three equal annual installments beginning on January 31, 2006.

6. Phantom Common Stock Units are paid out after the Director's retirement from the Board and are settled in cash. Each Phantom Class A Common Stock Unit is the economic equivalent of one share of CBS Corporation Class A common stock and each Phantom Class B Common Stock Unit is the economic equivalent of one share of CBS Corporation Class B common stock.

7. In the Merger, each Viacom Class A Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Class A Phantom Common Stock Units and 0.5 New Viacom Class A Phantom Common Stock Units and each Viacom Class B Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Class B Phantom Common Stock Units and 0.5 New Viacom Class B Phantom Common Stock Units. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class A common stock on the New York Stock Exchange was $25.60 per share, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share, the opening price of New Viacom Class A common stock on the New York Stock Exchange was $40.00 per share and the opening price of New Viacom Class B common stock on the New York Stock Exchange was $41.12 per share.

8. Granted under the Issuer's 2005 RSU Plan for Outside Directors.

9. The Restricted Share Units will vest May 26, 2006 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting, unless the Reporting Person has elected to defer settlement.

10. In the Merger each grant of Restricted Share Units of Viacom Class B common stock was converted into a number of Restricted Share Units of CBS Corporation Class B common stock determined by multiplying the number of restricted share units included in the grant before the Merger by 1.273438.

Remarks:

	/s/ Andelman, David R	01/04/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

	The undersigned hereby constitutes and appoints
Louis J. Briskman and Angeline C. Straka, and each of them
singly, the undersigned's true and lawful attorney-in-fact to
execute and file for and on behalf of the undersigned (i) any
reports on Forms 3, 4  and 5 (including any amendments
thereto and any successors to such Forms) with respect to
ownership of securities of CBS Corporation, formerly known as
Viacom Inc. (the "Company"), that the undersigned may be required
to file with the U.S. Securities and Exchange Commission
in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder and (ii) any other documents
necessary or appropriate to obtain codes and passwords enabling
the undersigned to file such reports electronically.

	The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to
comply with Section 16 of the
Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to
the foregoing attorney-in-fact.   This Power of Attorney revokes
and replaces any prior Power of Attorney executed by the
undersigned with respect to the ownership of securities of the Company.

	IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 31st day of  December, 2005.


		Signature:  /s/ David R. Andelman
		Print:  David R. Andelman