As filed with the Securities and Exchange Commission (via EDGAR)
on July 10, 1995
                                          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                           4841                04-2949533
(State or other       (Primary Standard Industrial    (I.R.S. Employer
jurisdiction of       Classification Code Number)     Identification No.)
incorporation or
organization)

                                 1515 Broadway
                            New York, New York 10036
                                 (212) 258-6000
         (Address,  including zip code,  and telephone  number,  including  area
             code, of registrant's principal executive offices)

                         Paramount Communications Inc.
                       1984 and 1989 Stock Options Plans
                              (Full Name of Plans)

                            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
- ------------------------------------------------------------------------------
                             ----------------------
                                     Proposed          Proposed
                                     Maximum           Aggregate    Amount of
Title of Class                       Offering Price    Offering     Registration
of Securities      Amount to         Per Unit          Price        Fee (2)
To Be Registered   be Registered
- ------------------------------------------------------------------------------

Class B Common
Stock              1,070,000            (1)               (2)      $19,237(3)


     (1)  Not applicable.

     (2)  The aggregate exercise price for all options is $65,143,928.

     (3)  Represents  a total fee of  $22,463  less  $3,226  previously  paid on
Registration Statement (33-55173), filed by Viacom Inc. on August 22, 1994.




                                       1




                                    PART II
               Information Required in the Registration Statement



     The  contents  of the  Viacom  Inc.  Registration  Statement  on  Form  S-8
(33-55173)  filed with the  Securities  and Exchange  Commission  (via EDGAR) on
August 22, 1994,  other than the response to Item 8, is hereby  incorporated  by
reference.

Item 8. Exhibits.
        --------

          4.1  Paramount  Communications Inc. 1984 Stock Option Plan, as amended
               (incorporated  by  reference  to Exhibit  (10)(iii)(A)(1)  to the
               Quarterly  Report on Form 10-Q of Paramount  Communications  Inc.
               for the quarter ended April 30, 1992).

          4.2  Paramount  Communications Inc. 1989 Stock Option Plan, as amended
               (incorporated  by  reference  to Exhibit  (10)(iii)(A)(2)  to the
               Quarterly  Report on Form 10-Q of Paramount  Communications  Inc.
               for the quarter ended April 30, 1992).

          4.3  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))




                                       2



          4.4  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))

          4.5  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 Philippe  P.  Dauman,  Esq. as to the  legality of the
               securities being registered

          23.1 Consent of Price Waterhouse LLP

          23.2 Consent of Ernst & Young LLP

          23.3 Consent of Arthur Andersen LLP

          23.4 Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)

          24   Powers of Attorney




                                       3



                                   Signatures

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 July 10, 1995.


                                           VIACOM INC.
                                           (Registrant)


                                           By:  /s/ PHILIPPE P. DAUMAN
                                              --------------------------------
                                              Name:  Philippe P. Dauman
                                              Title: 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 July 10, 1995
in the capacities shown:


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


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

          *                                      Director
- ------------------------------
Steven R. Berrard

/s/ FRANK J. BIONDI, JR.                         Director, President,
- ------------------------------                   Chief Executive Officer
Frank J. Biondi, Jr.                             (Principal Executive Officer)

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

          *                                      Director
- ------------------------------
William C. Ferguson

          *                                      Director
- ------------------------------
H. Wayne Huizenga

          *                                      Director
- ------------------------------
George D. Johnson, Jr.

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




                                       4



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

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

          *                                      Director
- ------------------------------
Sumner M. Redstone

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

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

/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                     July 10, 1995
    --------------------------
      Philippe P. Dauman
      Attorney-in-Fact under Powers
      of Attorney filed as Exhibit 24
      to this Registration Statement




                                       5


                                 Exhibit Index
                                 -------------

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

4.1             Paramount Communications Inc. 1984 Stock Option Plan, as amended
                (incorporated  by  reference to Exhibit  (10)(iii)(A)(1)  to the
                Quarterly Report on Form 10-Q of Paramount  Communications  Inc.
                for the quarter ended April 30, 1992).

4.2             Paramount Communications Inc. 1989 Stock Option Plan, as amended
                (incorporated  by  reference to Exhibit  (10)(iii)(A)(2)  to the
                Quarterly Report on Form 10-Q of Paramount  Communications  Inc.
                for the quarter ended April 30, 1992).

4.3             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))

4.4             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))

4.5             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 Philippe P.  Dauman,  Esq. as to the  legality of the
                securities being registered

23.1            Consent of Price Waterhouse LLP

23.2            Consent of Ernst & Young LLP

23.3            Consent of Arthur Andersen LLP

23.4            Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)

24              Powers of Attorney



                                    EXHIBIT 5


                                  July 10, 1995


Viacom Inc.
1515 Broadway
New York, New York  10036

Dear Sirs:

     This opinion is delivered in connection with the Registration  Statement on
Form S-8 (the "Registration Statement") of Viacom Inc. ("Viacom") filed with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Act"),  with respect to 1,070,000  shares of Viacom Class B Common  Stock,
par value $0.01 per share (the  "Securities"),  to be issued in connection  with
Viacom's assumption of the stock options for shares of Paramount  Communications
Inc.  ("Paramount")  common Stock  outstanding on July 7, 1994 under Paramount's
1989 and 1984 Stock Option Plans (the "Plans").

     In this  connection,  and as the basis for the opinion  expressed  below, I
have  examined  and  relied on  originals  or  copies,  certified  or  otherwise
identified to my  satisfaction of such  documents,  corporate  records and other
instruments,  and have made such  examinations  of law and fact as I have deemed
necessary or appropriate for the purpose of giving the opinion expressed below.

     I am a member of the bar of the State of New York and the opinion set forth
below are  limited to matters  controlled  by the laws of New York,  the General
Corporation  Law of the State of  Delaware  and the  Federal  laws of the United
States of America.

     Based upon the  foregoing,  it is my opinion  that when (i) the  applicable
provisions of the Act and of such "Blue Sky" or other state  securities  laws as
may be applicable  shall have been complied with, and (ii) the Securities  shall
have been issued and  delivered  in  accordance  with the terms of the Plans and
paid  for in  full,  the  Securities  will be  legally  issued,  fully  paid and
nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.


                                Very truly yours,


                             /s/ Philippe P. Dauman




                                  EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------



     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of Viacom Inc. of our reports  dated  February  10, 1995,
appearing on pages II-14 and F-2 of the Viacom Inc.  Annual  Report on Form 10-K
for the year ended  December  31,  1994 and of our  reports  dated June 3, 1994,
appearing on page F-2 and page 4 of Item 14(a) in the  Paramount  Communications
Inc.  Transition Report on Form 10-K for the eleven month period ended March 31,
1994,  as amended by Form 10-K/A  Amendment  No. 1 dated July 29,  1994,  and as
further amended by Form 10-K/A  Amendment No. 2 dated August 12, 1994,  included
in the Viacom  Inc.  Current  Report  (Form 8-K) filed with the  Securities  and
Exchange Commission on April 14, 1995.




                                             PRICE WATERHOUSE LLP


New York, New York
July 10, 1995





                                  EXHIBIT 23.2


                        CONSENT OF INDEPENDENT AUDITORS
                        -------------------------------


     We consent to the incorporation by reference in this Registration Statement
(Form S-8) of Viacom Inc. of our report dated August 27, 1993,  except for Notes
A and J, as to  which  the date is  September  10,  1993,  with  respect  to the
consolidated  financial statements of Paramount  Communications Inc. included in
the Viacom Inc. Current Report (Form 8-K) filed with the Securities and Exchange
Commission on April 14, 1995.




                                         ERNST & YOUNG LLP


New York, New York
July 10, 1995





                                  EXHIBIT 23.3


              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
              ---------------------------------------------------



     As  independent  certified  public  accountants,  we hereby  consent to the
incorporation by reference in this registration statement, on Form S-8 of Viacom
Inc.,  of  our  report  dated  March  23,  1994,  on  Blockbuster  Entertainment
Corporation's  1993,  1992 and 1991  financial  statements,  included  in Viacom
Inc.'s Form 8-K dated April 13, 1995.




                                                   ARTHUR ANDERSEN LLP


Fort Lauderdale, Florida
July 10, 1995






                                   EXHIBIT 24


                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ GEORGE S. ABRAMS
                                ----------------------------
                                George S. Abrams




                                       6




                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ STEVEN R. BERRARD
                                -----------------------------
                                Steven R. Berrard



                                       7



                                  VIACOM INC.

                               Power of Attorney





     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ WILLIAM C. FERGUSON
                                --------------------------------
                                William C. Ferguson




                                       8




                                  VIACOM INC.

                               Power of Attorney





     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ H. WAYNE HUIZENGA
                                ----------------------------
                                H. Wayne Huizenga




                                       9



                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.



                                /s/ GEORGE D. JOHNSON, JR.
                                ----------------------------------
                                George D. Johnson, Jr.




                                       10



                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ KEN MILLER
                                ---------------------
                                Ken Miller




                                       11



                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ BRENT D. REDSTONE
                                ------------------------------
                                Brent D. Redstone




                                       12



                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ SHARI REDSTONE
                                --------------------------
                                Shari Redstone




                                       13



                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ SUMNER M. REDSTONE
                                -----------------------------
                                Sumner M. Redstone






                                       14



                                  VIACOM INC.

                               Power of Attorney




     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ FREDERIC V. SALERNO
                                -------------------------------
                                Frederic V. Salerno






                                       15



                                  VIACOM INC.

                               Power of Attorney


     KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the  "Company"),  hereby  constitutes and appoints  Philippe P.
Dauman  and  Michael  D.  Fricklas,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a  registration  statement on Form S-8, or such other form as may be recommended
by  counsel,  to be filed  with the  Securities  and  Exchange  Commission  (the
"Commission"),  and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and  documents  filed as a part of or in connection  with the said  registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the  securities  of Viacom Inc. to be issued  pursuant to the Paramount
stock options plans assumed by Viacom Inc.  pursuant to the Amended and Restated
Plan of Merger,  dated as of February 4, 1994, as further  amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount  Communications
Inc., and (2) any registration statements,  reports and applications relating to
such  securities  to be filed by the  Company  with the  Commission  and/or  any
national  securities  exchanges  under the  Securities  Exchange Act of 1934, as
amended,  and any and all amendments  thereto,  and any and all  instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto;  granting unto said  attorney-in-fact  and agent,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done, as fully for all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name this 7th day of July,
1994.




                                /s/ WILLIAM SCHWARTZ
                                --------------------------
                                William Schwartz




                                       16



Viacom Inc.
1515 Broadway
New York, New York  10036


July 10, 1995

Direct (Modem) Transmission

Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


                Registration Statement of Viacom Inc. on Form S-8

Ladies and Gentlemen:

     On behalf of Viacom Inc., and pursuant to regulations of the Securities and
Exchange  Commission  (the  "Commission"),  following  this  letter  is a direct
(modem)  transmission  submission of a Registration  Statement of Viacom Inc. on
Form S-8.  This  filing  is being  submitted  pursuant  to the  requirements  of
Regulation  S-T  promulgated  under  the  Securities  Exchange  Act of 1934,  as
amended.

     The  registration  fee of  $19,237  has been  paid by Viacom  Inc.  by wire
transfer. Viacom Inc.'s account number for fees is 0000813828.

     Please contact the  undersigned at (212) 258-6149 if you have any questions
about this filing.


Very truly yours,


/s/ Katherine B. Rosenberg
- -------------------------------