SEC Filing - Paramount

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Freston Thomas E

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2004

3. Issuer Name and Ticker or Trading Symbol
VIACOM INC [ VIA, VIAB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-President and Co-COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	74	I	By 401(k)
Class B common stock	65	I	By Spouse (IRA Account)⁽¹⁾
Class B common stock	697	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Phantom Common Stock Units	⁽²⁾	⁽²⁾	Class A common stock	2,719	0.0000⁽²⁾	D
Class B Phantom Common Stock Units	⁽²⁾	⁽²⁾	Class B common stock	10,301	0.0000⁽²⁾	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	08/20/2008	Class B common stock	1,322,000	30.5625	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁵⁾	05/04/2010	Class B common stock	1,000,000	55.75	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁶⁾	05/23/2011	Class B common stock	300,000	57.01	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁷⁾	05/22/2012	Class B common stock	400,000	48.16	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁸⁾	01/29/2013	Class B common stock	400,000	39.33	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁹⁾	01/28/2014	Class B common stock	400,000	40.39	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.

2. Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to Issuer's Excess 401(k) Plan for Designated Senior Executives.

3. Right to buy under Issuer's long term incentive plan.

4. Current

5. This option vests in four equal annual installments beginning on May 4, 2002.

6. This option vests in four equal annual installments beginning on May 23, 2002.

7. This option vests in four equal annual installments beginning on May 22, 2003.

8. This option vests in four equal annual installments beginning on January 29, 2004.

9. This option vests in four equal annual installments beginning on January 28, 2005.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Freston, Thomas E.	06/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                      POWER OF ATTORNEY



  The undersigned hereby constitutes and appoints Michael
D. Fricklas the undersigned's true and lawful attorney-in-
fact to:

*     Execute and file for and on behalf of the undersigned,
any  reports  on Forms 3, 4 and 5 (including any  amendments
thereto)  with respect to ownership of securities of  Viacom
Inc. (the "Company") that the undersigned may be required to
file  with  the  U.S. Securities and Exchange Commission  in
accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder;

*      The   undersigned  acknowledges  that  the  foregoing
attorney-in-fact, in serving in such capacity at the request
of  the  undersigned, is not assuming, nor  is  the  Company
assuming,  any  of  the  undersigned's  responsibilities  to
comply  with  Section 16 of the Securities Exchange  Act  of
1934.

*    This  Power of Attorney shall remain in full force  and
effect  until the undersigned is no longer required to  file
Forms  3, 4 and 5 with respect to the undersigned's holdings
and transactions in securities issued by the Company, unless
earlier  revoked  by  the undersigned in  a  signed  writing
delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 3rd day of June, 2004.



                  Signature:  /s/ Thomas E. Freston
                             --------------------
                Print Name:  Thomas E. Freston