SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
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                                 CURRENT REPORT

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

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                     Date of Report (date of earliest event
                         reported): September 28, 1995



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



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


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


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





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Item 5. Other Events.
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     At the close of business on September  28, 1995,  the value of the Variable
Common Rights ("VCRs") of Viacom Inc.  ("Viacom") was established at 0.022665 of
a share of Viacom Class B Common Stock, par value $0.01 per share ("Viacom Class
B Common  Stock"),  for each VCR. This value was based upon the highest  average
closing  price of $50.3375  per share of Viacom  Class B Common Stock for any 30
consecutive  trading days during the 90 day trading period  preceding  September
29, 1995.  Cash will be paid in lieu of issuing any fractional  shares of Viacom
Class B Common Stock.  A copy of the press  release,  dated  September 28, 1995,
relating to the above-described  event is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

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

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

     99.1      Press Release issued by Viacom Inc. dated
               September 28, 1995.



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                                   SIGNATURE


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

                                           VIACOM INC.



Date:  September 29, 1995                  By:  /s/ Michael D. Fricklas
                                               --------------------------
                                                Name:  Michael D. Fricklas
                                                Title: Senior Vice President,
                                                       Deputy General Counsel





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                                 EXHIBIT INDEX
                                 -------------

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

        99.1    Press Release issued by Viacom Inc. dated
                September 28, 1995