AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                SCHEDULE 13E-4

                         ISSUER TENDER OFFER STATEMENT
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                               (Amendment No. 2)

                                  VIACOM INC.
                               (Name of Issuer)
                                  VIACOM INC.
                     (Name of Person(s) Filing Statement)

                CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
                CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
                        (Title of Class of Securities)
                  925524 10 0 (CLASS A) 925524 30 8 (CLASS B)
                   (CUSIP Numbers of Classes of Securities)

                           PHILIPPE P. DAUMAN, ESQ.
          DEPUTY CHAIRMAN, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL,
                  CHIEF ADMINISTRATIVE OFFICER AND SECRETARY
                                  VIACOM INC.
                                 1515 BROADWAY
                              NEW YORK, NY 10036
                                (212) 258-6000
          (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) filing Statement)

                            -----------------------

                                  COPIES TO:

                            STEPHEN T. GIOVE, ESQ.
                          CREIGHTON O'M. CONDON, ESQ.
                              SHEARMAN & STERLING
                             599 LEXINGTON AVENUE
                           NEW YORK, NEW YORK  10022

                            -----------------------

                                 June 24, 1996
    (Date Tender Offer First Published, Sent or Given to Security Holders)

                            -----------------------



 
                                 Introduction
                                 ------------

     This is Amendment No. 2 (the "Amendment") to the Schedule 13E-4 Issuer
Tender Offer Statement filed with the Securities and Exchange Commission on June
24, 1996 as amended by Amendment No. 1 thereto dated June 25, 1996 (as amended,
the "Statement"). The Statement relates to an offer by Viacom Inc., a Delaware
corporation ("Viacom"), upon the terms and subject to the conditions set forth
in the Offering Circular - Prospectus dated June 24, 1996 (the "Offering
Circular - Prospectus") and the related Letter of Transmittal (the "Letter of
Transmittal," which, together with the Offering Circular -Prospectus,
constitutes the "Exchange Offer"), to exchange 6,257,961 shares of Class A
Common Stock, $100.000 par value per share, of Viacom International Inc., a
Delaware corporation ("VII Cable"), for shares of Class A Common Stock, $0.01
par value per share, of Viacom ("Viacom Class A Common Stock") or shares of
Class B Common Stock, $0.01 par value per share, of Viacom ("Viacom Class B
Common Stock" and, together with Viacom Class A Common Stock, "Viacom Common
Stock"), at an exchange ratio not greater than .47 nor less than 0.4075 per
share of VII Cable for each share of Viacom Common Stock being validly tendered
and not properly withdrawn prior to the Expiration Date (as defined in the
Offering Circular - Prospectus). The Exchange Offer is being made by means of
the Offering Circular - Prospectus and the related Letter of Transmittal.


ITEM 8. ADDITIONAL INFORMATION.

     (e) On July 18, 1996, Viacom announced that the TCI Exchange Rate (as
defined in the Offering Circular-Prospectus) is 4.810. Accordingly, each share
of VII Cable Preferred Stock (as defined in the Offering Circular-Prospectus)
will be exchangeable, in whole or in part, at the option of the holder thereof,
at any time after the fifth anniversary of issuance, unless previously redeemed,
for Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00
per share ("TCI Stock") at the rate of 4.810 shares of TCI Stock for each share
of VII Cable Preferred Stock exchanged. The TCI Exchange Rate will be subject to
adjustment as described in the Offering Circular-Prospectus.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

     (a)(1)  Offering Circular - Prospectus dated June 24, 1996.*
     (a)(2)  Form of Letter of Transmittal.*
     (a)(3)  Form of Notice of Guaranteed Delivery.*
     (a)(4)  Form of Letter from Wasserstein Perella & Co. to Securities 
             Dealers, Commercial Banks, Trust Companies and Other Nominees.*
     (a)(5)  Form of Letter to Clients for use by Securities Dealers, Commercial
             Banks, Trust Companies and Other Nominees.*
     (a)(6)  Form of Letter to Participants in Viacom Employee Benefit Plans.*
     (a)(7)  Form of Memorandum to Participants in Viacom Employee Benefit 
             Plans.*
     (a)(8)  Summary Advertisement dated June 25, 1996.*
     (a)(9)  Press Release issued by Viacom Inc. dated July 18, 1996.
     (b)     Not applicable.
     (c)     Not applicable.
     (d)     Not applicable.
     (e)     Not applicable.
     (f)     Not applicable.

      * Previously filed.





 
                                   SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.

Dated: July 19, 1996                          VIACOM INC.




                                              By: /s/ Michael D. Fricklas
                                                  ------------------------
                                            Name: Michael D. Fricklas
                                           Title: Senior Vice President, Deputy
                                                  General Counsel





 
Exhibit No.  Exhibit                                                      Page
- -----------  -------                                                      ---- 
 
     (a)(1)  Offering Circular - Prospectus dated June 24, 1996.*
     (a)(2)  Form of Letter of Transmittal.*
     (a)(3)  Form of Notice of Guaranteed Delivery.*
     (a)(4)  Form of Letter from Wasserstein Perella & Co. to 
             Securities Dealers, Commercial Banks, Trust Companies and 
             Other Nominees.* 
     (a)(5)  Form of Letter to Clients for use 
             by Securities Dealers, Commercial Banks, Trust Companies 
             and Other Nominees.*
     (a)(6)  Form of Letter of Participants in Viacom Employee Benefit 
             Plans.*
     (a)(7)  Form of Memorandum to Participants in Viacom Employee 
             Benefit Plans.*
     (a)(8)  Summary Advertisement dated June 25, 1996.*
     (a)(9)  Press Release issued by Viacom Inc. dated July 18, 1996.
     (b)     Not applicable.
     (c)     Not applicable.
     (d)     Not applicable.
     (e)     Not applicable.
     (f)     Not applicable.

      * Previously filed.

 

                                                                  EXHIBIT (a)(9)


              VIACOM ANNOUNCES EXCHANGE RATE FOR PREFERRED STOCK
                     TO BE ISSUED IN CABLE EXCHANGE OFFER

New York, New York, July 18, 1996--Viacom Inc. (AMEX: VIA and VIAB) said that 
the preferred stock of its cable subsidiary to be issued in its pending exchange
offer would be exchangeable into TCI Stock at the rate of 4.810 shares of TCI 
Stock for each share of cable subsidiary preferred stock, representing a premium
of 29.9% to the price of TCI Stock as of the close of business on July 18, 1996.
Viacom said that this exchange rate is a 25% premium to the weighted average 
price of TCI stock on the prior 20 trading days.

The cable subsidiary preferred stock will be exchangeable at the holder's option
after the fifth anniversary of the date issued at the exchange rate announced
today.

TCI Stock refers to Tele-Communications, Inc. Series A TCI Group Common Stock 
(NASDAQ: TCOMA).

The exchange offer will expire at midnight (EDT) on Monday, July 22, 1996, 
unless extended.

Viacom Inc. is one of the world's largest entertainment and publishing companies
and a leading force in nearly every segment of the international media 
marketplace. The operations of Viacom include Blockbuster Video, Blockbuster 
Music, MTV Networks, Paramount Parks, Paramount Pictures, Paramount Television, 
Showtime Networks, Simon & Schuster, Viacom Interactive Media, as well as cable 
systems serving 1.2 million customers, radio and television stations, and movie 
screens in 11 countries. Viacom also has a majority interest in Spelling 
Entertainment Group, as well as a substantial interest in Comedy Central, and 
USA Networks, including the Sci-Fi Channel. National Amusements, Inc., a closely
held corporation which owns and operates more than 1,000 screens in the U.S. 
and the U.K. is the parent company of Viacom. More information about Viacom is 
available at the Company's Web site located at http://www.viacom.com.


                                     # # #


Contact: Carl Folta
         (212) 258-6352