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

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

      Date of Report (date of earliest event reported): September 22, 1997


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



                   Delaware          1-9553             04-2949533
     ----------------------------------------------------------------------
               (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
                                                           --------------



Item 5.  Other Events.
         -------------

         On September 22, 1997, Viacom Inc., a Delaware corporation  ("Viacom"),
announced  today  that an  agreement  was made with The  Seagram  Company,  Ltd.
("Seagram")  to resolve all  litigation  regarding  jointly-owned  USA Networks.
Pursuant to the terms of such  agreement,  Seagram  will  acquire  Viacom's  50%
interest in USA  Networks,  including  the Sci-Fi  Channel,  for $1.7 billion in
cash.

         Consummation  of the  transaction,  which is  expected  to close in the
fourth quarter of 1997, is subject to customary conditions, including expiration
or  termination  of the waiting  period  under the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976.

         A copy of the press release issued by Viacom Inc.,  dated September 22,
1997, relating to the above-described  transaction is attached hereto as Exhibit
99.1.

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 dated September 22, 1997.





                                    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 23, 1997                By: /s/  Michael D. Fricklas
                                            --------------------------------
                                            Name:   Michael D. Fricklas
                                            Title:  Senior Vice President,
                                                    Deputy General Counsel







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

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

99.1               Press Release issued by Viacom Inc. dated September 22, 1997.