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 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.




                                  EXHIBIT 99.1
                                  ------------


             VIACOM AND SEAGRAM REACH AGREEMENT TO SETTLE LITIGATION
                      REGARDING USA NETWORKS JOINT VENTURE

   Seagram To Purchase Viacom's 50% Interest In USA Networks For $1.7 Billion


New York, New York,  September 22, 1997 -- Viacom Inc. (AMEX:  VIA and VIAB) and
The Seagram  Company,  Ltd. (NYSE:  VO) announced today that they have agreed to
resolve all litigation regarding jointly-owned USA Networks.  Under terms of the
agreement, Seagram will acquire Viacom's 50% interest in USA Networks, including
the Sci Fi Channel, for $1.7 billion in cash. The transaction, which is expected
to close in the fourth quarter, is subject to customary conditions.

Sumner M. Redstone,  chairman and chief executive officer of Viacom,  said, "The
sale of USA Networks is another significant step in our continuing commitment to
reduce  Viacom's  debt. We are pleased that we were able to amicably  settle our
differences   with  Seagram  and  we  look  forward  to  resuming  a  productive
relationship."

Edgar Bronfman,  Jr., Seagram's  president and chief executive officer,  stated:
"Universal  now has the  opportunity  to manage a scarce and unique asset in the
fast-growing  cable  network  business.  USA Networks  complements  our existing
entertainment  operations and provides a strong platform for future growth, both
domestically and internationally. And, with the lawsuit behind us, our companies
can now  focus on  further  strengthening  the many  relationships  which  exist
between us across the entertainment  world".  USA Networks owns and operates the
advertiser-supported  services:  USA Network, a general  entertainment  channel,
which has a 98% penetration of U.S. cable and direct-to-home households, with 72
million subscribers;  Sci-Fi Channel,  which has a 63% penetration of U.S. cable
and direct-to-home  households,  with 46 million  subscribers.  USA Network also
owns and operates USA Networks  International,  with channels in South  America,
Europe and Africa.
                                    - more -


Viacom Inc. is one of the world's largest entertainment and publishing companies
and is a leading  force in  nearly  every  segment  of the  international  media
marketplace.  The  operations  of  Viacom  include  Blockbuster,  MTV  Networks,
Paramount Pictures,  Paramount Television,  Showtime Networks, Simon & Schuster,
television  stations,  and movie  screens  in 12  countries.  Viacom  also has a
majority interest in Spelling Entertainment Group, as well as a half-interest in
Comedy Central,  UPN, and USA Networks,  including the Sci-Fi Channel.  National
Amusements,  Inc. a closely held corporation which operates  approximately 1,100
screens in the U.S., the U.K and South America, is the parent company of Viacom.
More information  about Viacom is available at the Company's Web site located at
http://www.viacom.com.

                                      # # #

Contacts:

Carl D. Folta              Susan Duffy
Viacom Inc.                Viacom Inc.
212/258-6352               212/258-6347