SEC Filing | Paramount

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As filed with the Securities and Exchange Commission (via EDGAR) on
August 22, 1994
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 jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
200 Elm Street
Dedham, Massachusetts 02026
(617) 461-1600

(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 International 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 Each Class of Amount to Offering Price Offering Registration
Securities To Be Registered be Registered Per Unit Price Fee
- -----------------------------------------------------------------------------------------

Class B Common Stock.............. 1,274,210(1)
Three-Year Warrants............... 368,116
Five-Year Warrants................ 220,877
8% Exchangeable Subordinated (4) (4) $3,226(5)
Debentures Due 2006.............$12,833,000
Contingent Value Rights........... 685,217(2)
Series C Cumulative Exchangeable
Redeemable Preferred Stock...... 256,650(3)
5% Subordinated Debentures
Due 2014........................$12,833,000(3)

(footnotes for preceeding page)

(1) Of the 1,274,210 shares of Class B Common Stock, par value $.01 per
share, of Viacom Inc. being registered hereunder, 368,116 and 220,877
are issuable upon conversion, if any, of the Three-Year Warrants
and the Five-Year Warrants being registered hereunder,
respectively. An additional $78,774,042 of shares of Class B Common
Stock valued as of July 7, 1995, representing 50.2% of the
consideration for the Paramount stock options, will be issuable
upon exercise of the stock options. Since the number of shares
cannot currently be determined, such shares will be registered by
an amendment to the Registration Statement.

(2) Includes such indeterminate number and indeterminate types of
securities, if any, of Viacom Inc. as may be issued in exchange
for the CVRs registered hereunder. No additional consideration
will be received for such underlying securities.

(3) The shares of Series C Cumulative Exchangeable Redeemable
Preferred Stock, par value $0.01 per share, of Viacom Inc. (the
"Series C Preferred Stock") being registered hereunder would be
issued upon any exchange of the 8% Exchangeable Subordinated
Debentures due 2006 of Viacom Inc. (the "8% Debentures") in
accordance with the terms thereof. No separate consideration
will be received for the Series C Preferred Stock in the event
any such exchange occurs. The aggregate principal amount of 5%
Subordinated Debentures of Viacom Inc. due 2014 (the "5%
Debentures") being registered hereunder would be issued upon any
exchange of the Series C Preferred Stock in accordance with the
terms thereof. No separate consideration will be received for
the 5% Debentures in the event any such exchange occurs.

(4) Not applicable.

(5) The registration fee of $3,266 has been calculated as follows: (i)
one-twenty ninth of one percent of the sum of (a) the average of the
high and low prices on August 18, 1994 as reported on the American
Stock Exchange Composite tape (the "Average Price") of $35 7/8 for
the Class B Common Stock multiplied by 685,217 shares of Class B
Common Stock, (b) the Average Price of $2 of the Three-Year
Warrants multiplied by 368,116 Three-Year Warrants, (c) the Average
Price of $3 5/6 of the Five-Year Warrants multiplied by 220,877 Five-
Year Warrants, (d) the Average Price of $4 1/4 of the CVRs
multiplied by 685,217 CVRs, and (e) $12,833,000 principal amount of the
8% Debentures; less 49.8% of the aggregate exercise price of
$65,143,928 of the stock options covered by the Registration
Statement.

PART II

Information Required in the Registration Statement

Item 3. Information Incorporated by Reference
-------------------------------------

There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the
"Commission") by Viacom Inc. (File No. 1-9553) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

1. Viacom Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993, as amended by Form 10-K/A Amendment
No. 1 dated May 2, 1994;

2. All other reports filed by Viacom Inc. with the Commission since
December 31, 1993, pursuant to Section 13(a) or 15(d) of the
Exchange Act; and

3. The description of each class of securities registered
hereunder contained in the registration statements
therefor under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating
such description.

All documents and reports filed by Viacom Inc. pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the dates of
filing of such documents or reports. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4. Description of Securities.
-------------------------

Not applicable.

Item 5. Interests of Named Experts and Counsel.
--------------------------------------

Not applicable.

Item 6. Indemnification of Officers and Directors.
-----------------------------------------

Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who
was or is, or is threatened to be made, a party to any threatened,
pending or complete action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of such corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity
may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided
that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct
was unlawful. A Delaware corporation may indemnify such person
against expenses (including attorneys' fees) in actions brought by or
in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and to the
extent the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or other such court shall deem proper. To the
extent such person has been successful on the merits or otherwise in
defense of any action referred to above, or in defense of any claim,
issue or matter therein, the corporation must indemnify such person
against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to,
Section 145 is not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

Section 145 also provides that a corporation may maintain
insurance against liabilities for which indemnification is not
expressly provided by the statute.

Article VI of the Restated Certificate of Incorporation of
Viacom Inc. provides for indemnification of the directors, officers,
employees and agents of Viacom Inc. to the full extent currently
permitted by the DGCL.

In addition, Viacom Inc.'s Restated Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, limits
directors' liability to Viacom Inc. and its stockholders by
eliminating liability in damages for breach of fiduciary duty.
Article VII of Viacom Inc.'s Restated Certificate of Incorporation
provides that neither Viacom Inc. nor its stockholders may recover
damages from Viacom Inc.'s directors for breach of their fiduciary
duties in the performance of their duties as directors of Viacom Inc.
As limited by Section 102(b), this provision cannot, however, have the
effect of indemnifying any director of Viacom Inc. in the

case of liability (i) for a breach of the director's duty of loyalty,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any
transactions for which the director derived an improper personal
benefit.

Item 7. Exemption from Registration Claimed.
-----------------------------------

Not applicable.

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

4.1 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))

4.2 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 (File No. 33-53977))

4.3 By-laws of Viacom Inc. (incorporated by reference to
Exhibit 3.3 to the Registration Statement on Form S-4
filed by Viacom Inc. (File No. 33-13812))

5 Opinion of Philippe P. Dauman as to the legality of the
securities being registered

23.1 Consent of Price Waterhouse LLP

23.2 Consent of Philippe P. Dauman (contained in Exhibit 5)

24 Powers of Attorney

Item 9. Undertakings.
------------

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act"); (ii) to
reflect in the Prospectus any facts or events after the effective date
of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration
Statement; (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(c) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the Prospectus to each employee to whom
the Prospectus is sent or given a copy of the Registrant's annual
report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
Registrant shall state in the Prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the Registrant has ended
within 120 days prior to the use of the Prospectus, the annual report
of the Registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.

(d) The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in
the plans who do not otherwise receive such material as stockholders
of the Registrant, at the time and in the manner such material is sent
to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

(e) The undersigned Registrant herewith undertakes to
register under the Securities Act prior to the issuance thereof, all
securities, if any, issued in exchange for the CVRs and to deliver a
prospectus in connection therewith to holders of stock options covered
by this Registration Statement at that time.

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 August 22, 1994.

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 August 22, 1994 in the capacities shown:

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

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

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

* Director
- -------------------------------
Brent D. 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/ KEVIN C. LAVAN Senior Vice President,
- -------------------- Controller and Chief
Kevin C. Lavan Accounting Officer
(Principal Accounting Officer)

*By: /s/ PHILIPPE P. DAUMAN August 22, 1994
-------------------------
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit 24
to this Registration Statement

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

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

4.1 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))

4.2 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 (File No. 33-53977))

4.3 By-laws of Viacom Inc. (incorporated by reference
to Exhibit 3.3 to the Registration Statement on
Form S-4 filed by Viacom Inc. (File No. 33-13812))

5 Opinion of Philippe P. Dauman as to the legality
of the securities being
registered

23.1 Consent of Price Waterhouse LLP

23.2 Consent of Philippe P. Dauman (contained in
Exhibit 5)

24 Powers of Attorney







                                                            EXHIBIT 5




                                        August 22, 1994


          Viacom Inc.
          200 Elm Street
          Dedham, Massachusetts 02026

          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 the following Viacom securities
          (collectively 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"):

                 1,274,210    shares of Class B Common Stock, par
                              value $0.01 per
                              share ("Class B Common Stock");

                    685,217   contingent value rights;

                    368,116   three-year warrants to purchase one share of
                              Class B Common Stock at $60 per share;

                    220,877   five-year warrants to purchase one share of
                              Class B Common Stock at $70 per share;

               $12,833,000    principal amount of 8% exchangeable
                              subordinated debentures due 2006;

                   256,650    shares of Series C Cumulative
                              Exchangeable Redeemable Preferred Stock, par
                              value $0.01 per share; and

               $12,833,000    principal amount of 5% subordinated
                              debentures due 2014.

























          









          Viacom Inc.
          August 22, 1994
          Page Two


               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 is restricted to matters controlled by
          federal laws and the laws of the States of Delaware and New York.

               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 the
          Prospectus constituting part of this Registration Statement on
          Form S-8 of Viacom Inc., of our reports dated February 4, 1994, 
          except as to Note 2, which is as of March 11, 1994,  appearing 
          on pages II-32, and F-2 of the Viacom Inc. Annual Report on 
          Form 10-K for the year ended December 31, 1993, as amended 
          by Form 10-K/A Amendment No. 1 dated May 2, 1994.  We also 
          consent to the reference to us under the heading "Experts" 
          in such Prospectus.



          PRICE WATERHOUSE LLP

          New York, New York
          August 22, 1994








                                                  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























          










                                                  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/ FRANK J. BIONDI, JR.
                                             ------------------------
                                             Frank J. Biondi, Jr.























          









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
























          










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























          










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























          










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























          










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























          










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























          










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