Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRICKLAS MICHAEL D
   2. Issuer Name and Ticker or Trading Symbol
New Viacom Corp. [VIA, VIAB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, General Counsel and Secy
(Last)
(First)
(Middle)
1515 BROADWAY		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005
(Street)

NEW YORK, NY 10036		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/31/2005   A   23 A (1) 23 I By 401(k)
Class B Common Stock 12/31/2005   A   729 A (2) 729 I By 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Phantom Common Stock Units (3) (4) 12/31/2005   A   13     (4)   (4) Class A Common Stock 13 (4) 13 D  
Class B Phantom Common Stock Units (3) (5) 12/31/2005   A   2,654     (5)   (5) Class B Common Stock 2,654 (5) 2,654 D  
Employee Stock Option (Right to Buy) (6) $ 22.0737 01/03/2006   A   39,640     (7) 08/01/2006 Class B Common Stock 39,640 (8) 39,640 D  
Employee Stock Option (Right to Buy) (6) $ 19.2356 01/03/2006   A   79,280     (7) 08/01/2007 Class B Common Stock 79,280 (8) 79,280 D  
Employee Stock Option (Right to Buy) (6) $ 52.8979 01/03/2006   A   87,208     (7) 08/01/2009 Class B Common Stock 87,208 (8) 87,208 D  
Employee Stock Option (Right to Buy) (6) $ 68.1917 01/03/2006   A   79,280     (7) 05/25/2010 Class B Common Stock 79,280 (8) 79,280 D  
Employee Stock Option (Right to Buy) (6) $ 69.6265 01/03/2006   A   59,460     (7) 01/31/2011 Class B Common Stock 59,460 (8) 59,460 D  
Employee Stock Option (Right to Buy) (6) $ 47.1493 01/03/2006   A   105,640     (9) 01/26/2013 Class B Common Stock 105,640 (8) 105,640 D  
Employee Stock Option (Right to Buy) (6) $ 49.6089 01/03/2006   A   99,100     (7) 01/29/2013 Class B Common Stock 99,100 (8) 99,100 D  
Employee Stock Option (Right to Buy) (6) $ 50.9459 01/03/2006   A   99,100     (7) 01/28/2014 Class B Common Stock 99,100 (8) 99,100 D  
Emplyee Stock Option (Right to Buy) (6) $ 49.8233 01/03/2006   A   67,388     (7) 01/30/2012 Class B Common Stock 67,388 (8) 67,388 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRICKLAS MICHAEL D
1515 BROADWAY
NEW YORK, NY 10036		       EVP, General Counsel and Secy  

Signatures

 /s/ Fricklas, Michael D.   01/04/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class A common stock was exchanged for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of the Issuer's Class A common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class A common stock on the New York Stock Exchange was $40.00 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.
(2) Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of the Issuer's Class B common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.
(3) Phantom Common Stock Units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Viacom Excess 401(k) Plan for Designated Senior Executives. Each Viacom Class A Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class A common stock and each Viacom Class B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock.
(4) In the Merger, each share of Viacom Class A Phantom common stock was deemed exchanged for 0.5 shares of CBS Corporation Class A Phantom common stock and 0.5 shares of the Issuer's Class A Phantom common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class A common stock on the New York Stock Exchange was $40.00 per share.
(5) In the Merger, each share of Viacom Class B Phantom common stock was deemed exchanged for 0.5 shares of CBS Corporation Class B Phantom common stock and 0.5 shares of the Issuer's Class B Phantom common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share.
(6) Right to buy under the Viacom Inc. 2006 Long-Term Management Incentive Plan.
(7) Current.
(8) In the Merger, each grant of stock options to purchase Viacom Class B common stock was converted into a number of stock options to purchase the Issuer's Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.792802. The per share exercise price of the converted stock option was determined by dividing the pre-Merger exercise price by 0.792802.
(9) These options vest annually in four equal installments beginning on January 26, 2006.

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