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CBS Corp – ‘10-K/A’ for 12/31/93

As of: Monday, 5/2/94 · For: 12/31/93 · Accession #: 950112-94-1155 · File #: 1-09553

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/02/94  CBS Corp                          10-K/A     12/31/93    3:398K                                   Merrill Corporate/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Viacom Inc.                                          152    676K 
 2: EX-23.C     Consent of Experts or Counsel                          1      5K 
 3: EX-23.D     Consent of Experts or Counsel                          1      6K

10-K/A — Viacom Inc.
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquisitions and Ventures Blockbuster Proxy Agreement Blockbuster Shareholders Stock Option Agreement Business Capital Structure Certain Relationships and Related Transactions Chief Executive Officer's Compensation Company Compensation Committee Report on Executive Compensation Competition Competition with Telephone Companies Directors and Executive Officers Disagreements on Accounting and Financial Disclosure Employment Contracts European Community Directive Executive Compensation Executive Officers of Viacom Inc. and the Company Exhibits Exhibit 23(c) Exhibit 23(d) Exhibits, Financial Statement Schedules and Reports on Form 8-K Federal Regulation Financial Statements and Supplementary Data Hdtv Item 3 Legal Proceedings Liquidity and Capital Resources Management's Discussion and Analysis of Results of Operations and Financial Condition Management's Statement of Responsibility for Financial Reporting Market for Viacom Inc.'s Common Equity and Related Security Holder Matters Mtv Must Carry/Retransmission Consent Ownership Limitations Paramount Merger, Blockbuster Merger and Related Transactions Properties Regulation Report of Independent Accountants Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to A Vote of Security Holders Viacom Broadcasting Viacom Cable Viacom Cable Television Viacom Entertainment Viacom Inc Viacom International Inc Viacom Networks Viacom Productions 1992 Cable Act
1	1st Page - Filing Submission
"	Viacom Inc
2	Item 14(c). Exhibits Exhibit 23(c) Exhibit 23(d)
3	Item 1. Business
"	Viacom International Inc
5	Viacom Networks
6	Mtv
13	Viacom Entertainment
15	Viacom Productions
16	Viacom Cable Television
20	Viacom Broadcasting
23	Regulation
26	European Community Directive
"	Viacom Cable
"	Federal Regulation
"	1992 Cable Act
28	Must Carry/Retransmission Consent
29	Competition with Telephone Companies
33	Ownership Limitations
35	Hdtv
"	Competition
40	Item 2. Properties
42	Item 3
"	Item 3. Legal Proceedings
45	Item 4. Submission of Matters to A Vote of Security Holders
"	Executive Officers of Viacom Inc. and the Company
50	Item 5. Market for Viacom Inc.'s Common Equity and Related Security Holder Matters
51	Item 6. Selected Financial Data
52	Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition
66	Liquidity and Capital Resources
"	Paramount Merger, Blockbuster Merger and Related Transactions
72	Acquisitions and Ventures
73	Capital Structure
80	Company
81	Item 8. Financial Statements and Supplementary Data
"	Report of Independent Accountants
82	Management's Statement of Responsibility for Financial Reporting
112	Item 9. Disagreements on Accounting and Financial Disclosure
119	Item 10. Directors and Executive Officers
123	Item 11. Executive Compensation
"	Compensation Committee Report on Executive Compensation
127	Chief Executive Officer's Compensation
136	Employment Contracts
138	Item 12. Security Ownership of Certain Beneficial Owners and Management
140	Item 13. Certain Relationships and Related Transactions
141	Blockbuster Shareholders Stock Option Agreement
"	Blockbuster Proxy Agreement
143	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

10-K/A 1st Page of 152 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION          

WASHINGTON, D.C. 20549          

FORM 10-K/A         
AMENDMENT NO. 1         
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)         
OF THE SECURITIES EXCHANGE ACT OF 1934          

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993    COMMISSION FILE NUMBER   1-9553  

VIACOM INC.         
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)          

Delaware                                              04-2949533                
(STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER             
INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)          

200 Elm Street, Dedham, MA                                02026                 
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)               

Registrant's telephone number, including area code  (617) 461-1600          

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:         

                                           NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                ON WHICH REGISTERED          
Class A Common Stock, $0.01 par value              American Stock Exchange      
Class B Common Stock, $0.01 par value              American Stock Exchange      

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:         
None          
(TITLE OF CLASS)          

Indicate by check mark whether registrant (1) has filed all reports       
required to be filed by Section 13 or 15(d) of the Securities Exchange          
Act of 1934 during the preceding 12 months (or for such shorter period          
that the registrant was required to file such reports) and (2) has              
been subject to such filing requirements for the past 90 days. Yes X            
No                                                                ---           
---                                                                         

Indicate by check mark if disclosure of delinquent filers pursuant        
to Item 405 of Regulation S-K is not contained herein, and will not be          
contained, to the best of registrant's knowledge, in definitive proxy           
or information statements incorporated by reference in Part III of              
this Form 10-K or any amendment to this Form 10-K. /X/                          

As of March 25, 1994, 53,449,525 shares of Viacom Inc. Class A            
Common Stock, $0.01 par value ("Class A Common Stock"), and 90,078,203          
shares of Viacom Inc. Class B Common Stock, $0.01 par value ("Class B           
Common Stock"), were outstanding.  The aggregate market value of the            
shares of Class A Common Stock (based upon the closing price of $34 of          
these shares on the American Stock Exchange on that date) held by non-          
affiliates was approximately $268,187,512 and the aggregate market              
value of the shares of the Class B Common Stock (based upon the                 
closing price of $29.125 of these shares on the American Stock                  
Exchange on that date) held by non-affiliates was approximately                 
$599,511,872.                                                                   

DOCUMENTS INCORPORATED BY REFERENCE                                             

The Definitive Proxy of the Registrant for the 1994 Annual Meeting        
of Shareholders (Part III to the extent described herein).                      

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VIACOM INC. 

The registrant hereby amends the following items and financial statements of    
its Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as  
set forth below:                                                                

Item                                                        Page    
------                                                       ----     

Item 10. Directors and Executive Officers                 III - 1   

Item 11. Executive Compensation                           III - 5   

Item 12. Security Ownership of Certain Beneficial                   
       Owners and Management                            III - 20

Item 13. Certain Relationships and Related Transactions   III - 22  

   Item 14(c) Exhibits                                       Exhibit 23(c)
                                                             Exhibit 23(d)

SIGNATURE 

Pursuant to the requirements of this Securities and Exchange Act of 1934, the   
registrant has duly caused this amendment to be signed on its behalf by the     
undersigned, thereunto duly authorized.                                         

           VIACOM INC.

Date:     May 2, 1994                   By:   /s/ Kevin C. Lavan                
--------------------               --------------------     
                              Kevin C. Lavan
                              Vice President, Controller and
                            Chief Accounting Officer

10-K/A 3rd Page of 152 TOC 1st Previous Next ↓Bottom Just 3rd
PART I          

ITEM 1. BUSINESS.                                                               

BACKGROUND                                                                      

Viacom International Inc. (the "Company") is a diversified              
entertainment and communications company with operations in four                
principal segments:  Networks, Entertainment, Cable Television and              
Broadcasting.                                                                   

Viacom Networks operates three advertiser-supported basic cable         
television program services, MTV:  MUSIC TELEVISION(R), including MTV           
EUROPE(TM) and MTV LATINO(TM), VH-1(R)/VIDEO HITS ONE(R), and                   
NICKELODEON(R)/NICK AT NITE(R), and three premium subscription                  
television program services, SHOWTIME(R), THE MOVIE CHANNEL(TM) and             
FLIX(TM).  The Company, directly and through Viacom Networks,                   
participates as a joint venturer in four additional advertiser-                 
supported basic cable program services:  LIFETIME(R), COMEDY                    
CENTRAL(TM), NICKELODEON (TM) (U.K.), and ALL NEWS CHANNEL(TM).  On             
March 29, 1994, the Company agreed to sell its one-third partnership            
interest in LIFETIME to its partners The Hearst Corporation and                 
Capital Cities/ABC Inc. for approximately $317.6 million; this                  
transaction is expected to close in the second quarter of 1994.                 
Viacom Entertainment distributes television series, feature films,              
made-for-television movies, mini-series and specials for television             
exhibition in domestic and international markets, produces television           
series and movies for prime time broadcast network television,                  
acquires and distributes television series for initial exhibition on a          
"first run" basis, and develops, produces, distributes and markets              
interactive software for the stand-alone and other multimedia                   
marketplaces.  Viacom Cable Television owns and operates cable                  
television systems in California, and the Pacific Northwest and                 
Midwest regions of the United States.  Viacom Broadcasting owns and             
operates five network-affiliated television stations and fourteen               
radio stations.                                                                 

Viacom International Inc. was originally organized in Delaware in       
August 1970 as a wholly owned subsidiary of CBS Inc., and was                   
reincorporated in Ohio in 1975 (the "Predecessor Company").  On                 
June 9, 1987, the Predecessor Company became an indirect wholly owned           
subsidiary of Viacom Inc. in a leveraged buyout pursuant to a merger            
(the "Merger") of a subsidiary of Viacom Inc. into the Predecessor              
Company, which was the surviving corporation.  On April 26, 1990,               
pursuant to a plan of liquidation, the Predecessor Company merged into          
a direct wholly owned subsidiary of Viacom Inc., and the surviving              
Delaware corporation simultaneously changed its name to "Viacom                 
International Inc."                                                             

All references herein to the term "Company" refer, unless the           
context otherwise requires, to Viacom International Inc., its                   
consolidated subsidiaries and the Predecessor Company.  The Company's           
principal offices are located at 1515 Broadway, New York, New York              
10036 (telephone (212) 258-6000).                                               

Viacom Inc. was organized in Delaware in 1986 for the purpose of        
acquiring the Company.  As of December 31, 1993, National Amusements,           
Inc. ("NAI"), a closely held corporation that owns and operates                 
approximately 850 movie screens in the United States and the United             

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Kingdom, owned 45,547,214 shares or 85.2% of the Class A Common Stock           
("Class A Common Stock"), and 46,565,414 shares or 69.1% of the Class           
B Common Stock ("Class B Common Stock") outstanding on such date.  NAI          
is not subject to the informational filing requirements of the                  
Securities Exchange Act of 1934, as amended.  Sumner M. Redstone, the           
controlling shareholder of NAI, is the Chairman of the Board of Viacom          
Inc. and the Company.                                                           

As of December 31, 1993, the principal asset of Viacom Inc.             
(together with its subsidiaries, unless the context otherwise                   
requires, "Viacom Inc.") was the common stock of the Company.  Viacom           
Inc.'s principal executive offices are located at 200 Elm Street,               
Dedham, Massachusetts 02026.                                                    

As of December 31, 1993, the Company and its affiliated companies       
employed approximately 5,000 persons.                                           

On March 11, 1994, pursuant to a tender offer (the "Paramount           
Offer") commenced in the fourth quarter of 1993, Viacom Inc. acquired           
61,657,432 shares of Paramount Communications Inc. ("Paramount")                
common stock constituting a majority of the shares outstanding.  The            
Paramount Offer was made pursuant to an Amended and Restated Agreement          
and Plan of Merger dated as of February 4, 1994 (the "Paramount Merger          
Agreement") between Viacom Inc. and Paramount.  As a result of the              
Paramount Merger Agreement, a new wholly owned subsidiary of Viacom             
Inc. will merge with and into Paramount (the "Paramount Merger"), and           
Paramount will become a wholly owned subsidiary of Viacom Inc. after            
the effective time of the Paramount Merger, which is expected to occur          
in the second quarter of 1994.                                                  

Except where expressly noted, information is given as of December       
31, 1993, and does not include information on or with respect to                
Paramount or its businesses.  Information with respect to Paramount in          
response to Item 1 is incorporated by reference herein from (i) Item 1          
of Paramount's Transition Report on Form 10-K for the six-month period          
ended April 30, 1993, as such report was amended in its entirety by             
Form 10-K/A No. 1 dated September 28, 1993, as further amended by Form          
10-K/A No. 2 dated September 30, 1993 and as further amended by Form            
10-K/A No. 3 dated March 21, 1994 and (ii) Paramount's Quarterly                
Reports on Form 10-Q for the quarters ended July 31, 1993, October 31,          
1993 and January 31, 1994 (the documents in clauses (i) and (ii) being          
hereinafter collectively referred to as the "Paramount Reports").               
Information in the Paramount Reports is given as of the date of each            
such report and is not updated herein.  A copy of each of the                   
Paramount Reports is included as an exhibit hereto.  Descriptions of            
all documents incorporated by reference herein or included as exhibits          
hereto are qualified in their entirety by reference to the full text            
of such documents so incorporated or included.                                  

The businesses of Paramount are entertainment and publishing.           
Entertainment includes the production, financing and distribution of            
motion pictures, television programming and prerecorded                         
videocassettes, and the operation of motion picture theaters,                   
independent television stations, regional theme parks and Madison               
Square Garden.  Publishing includes the publication and distribution            
of hard cover and paperback books for the general public, textbooks             
for elementary schools, high schools and colleges, and the provision            
of information services for business and professions.                           

On January 7, 1994, Viacom Inc. and Blockbuster Entertainment           

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Corporation ("Blockbuster") entered into an agreement and plan of               
merger (the "Blockbuster Merger Agreement") pursuant to which                   
Blockbuster will be merged with and into Viacom Inc. (the "Blockbuster          
Merger").                                                                       

Blockbuster is an international entertainment company with              
businesses operating in the home video, music retailing and filmed              
entertainment industries.  Blockbuster also has investments in other            
entertainment related businesses.                                               

The mergers pursuant to the Paramount Merger Agreement and            
Blockbuster Merger Agreement (collectively, the "Mergers") have been            
unanimously approved by the Boards of Directors of each of the                  
respective companies.  The obligations of Viacom Inc., Blockbuster and          
Paramount to consummate the mergers are subject to various conditions,          
including obtaining requisite stockholder approvals.  Viacom Inc.               
holds sufficient shares of Paramount common stock to approve, on                
behalf of Paramount, the Paramount Merger and intends to vote its               
shares of Paramount in favor of the merger, and NAI has agreed to vote          
its shares of Viacom Inc. in favor of the Mergers; therefore,                   
stockholder approval of the Paramount Merger is assured, and approval           
by Viacom Inc. of the Blockbuster Merger is also assured.                       

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS                                   

The contribution to revenues and earnings from operations of each       
industry segment and the identifiable assets attributable to each               
industry segment for each of the last three years ending December 31,           
are set forth in Note 12 ("Business Segments") to the Consolidated              
Financial Statements of Viacom Inc. and the Company included elsewhere          
herein.                                                                         

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS                     

Financial information relating to foreign and domestic operations       
for each of the last three years ending December 31, is set forth in            
Notes 11 and 12 ("Foreign Operations" and "Business Segments") to the           
Consolidated Financial Statements of Viacom Inc. and the Company                
included elsewhere herein.                                                      

BUSINESS                                                                        

VIACOM NETWORKS                                                                 

Viacom Networks operates three advertiser-supported basic cable         
television program services, MTV: MUSIC TELEVISION(R) ("MTV"),                  
including MTV EUROPE(TM) and MTV LATINO(TM), VH-1(R)/VIDEO HITS ONE(R)          
("VH-1") and NICKELODEON(R)/NICK AT NITE(R), and three premium                  
subscription television program services, SHOWTIME(R), THE MOVIE                
CHANNEL(TM) and FLIX(TM).  The Company, directly and through Viacom             
Networks, participates as a joint venturer in four additional                   
advertiser-supported basic cable program services:  LIFETIME(R) with            
The Hearst Corporation and Capital Cities/ABC Video Enterprises, Inc.,          
COMEDY CENTRAL(TM) with Home Box Office ("HBO"), a division of Time             
Warner Entertainment Company, L.P., NICKELODEON(TM)(U.K.) with a                
subsidiary of British Sky Broadcasting Limited, and ALL NEWS                    

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CHANNEL(TM) with Conus Communications.  On March 29, 1994, the Company          
agreed to sell its one-third partnership interest in Lifetime to its            
partners The Hearst Corporation and Capital Cities/ABC Inc. for                 
approximately $317.6 million; this transaction is expected to close in          
the second quarter of 1994.  MTV Networks launched two new services in          
1993, NICKELODEON (U.K.) in September and MTV LATINO in October.                
Viacom Networks also distributes special events and feature films on a          
pay-per-view basis through SET(TM) PAY PER VIEW and packages                    
satellite-delivered program services for distribution to home                   
satellite dish owners through SHOWTIME SATELLITE NETWORKS(TM).  Viacom          
Networks, through its operation of the Showtime Entertainment Group,            
also arranges for the development and production of original programs           
and motion pictures, including feature films under the Viacom Pictures          
label.  These original programs and motion pictures premiere                    
domestically on SHOWTIME and certain of such programming is exploited           
in various media worldwide.                                                     

Basic cable program services derive revenues primarily from two         
sources:  the sale of advertising time to national advertisers and              
per-subscriber license fees paid by cable operators and other                   
distributors.  Basic cable services are generally offered to customers          
of cable television operators and other distributors as part of a               
package or packages of services for a periodic subscription fee.                
Premium subscription television program services derive revenues                
primarily from subscriber fees paid by cable television operators and           
other distributors.  Subscribers typically pay fees for each premium            
service to cable television operators and other distributors.                   

MTV NETWORKS.  MTV Networks ("MTVN") operates MTV: MUSIC                
TELEVISION, MTV EUROPE, MTV LATINO, NICKELODEON (including the                  
NICKELODEON and NICK AT NITE program segments, and the U.K.                     
NICKELODEON network) and VH-1 which are transmitted via satellite for           
distribution by cable television operators and other distributors.              
The MTV, VH-1, NICKELODEON and NICK AT NITE trademarks are strongly             
identified with the product lines they represent and are significant            
assets of their respective businesses.                                          

MTV: MUSIC TELEVISION is a 24-hours-a-day, seven-days-a-week            
program service offering a format which consists primarily of rock              
music videos, augmented by music and general lifestyle information,             
promotions, news, interviews, comedy, concert tour information,                 
specials, documentaries and other youth-oriented programming.  MTV              
targets young adult viewers from the ages of 12 to 34.  In addition to          
rock music videos, MTV offers regularly scheduled youth-oriented                
programming such as the animated BEAVIS & BUTT-HEAD(TM), specials such          
as the Annual MTV Video Music Awards and the MTV Movie Awards, public           
affairs campaigns, and series such as UNPLUGGED(TM).  MTV successfully          
merchandised BEAVIS & BUTT-HEAD in 1993, featuring a BEAVIS & BUTT-             
HEAD album, "THE BEAVIS & BUTT-HEAD EXPERIENCE", released in December           
1993 by Geffen Records, and "MTV'S BEAVIS & BUTT-HEAD: THIS BOOK                
SUCKS", which was the first book of the MTV Books imprint published by          
Callaway Editions/Pocket Books, a division of Simon & Schuster, in              
November 1993.                                                                  

Following the conclusion of MTV's 1992 CHOOSE OR LOSE political         
awareness campaign and continuing its emphasis on public affairs, MTV           
launched the FREE YOUR MIND campaign in 1993, focusing on issues of             
diversity and discrimination, which included on-air promotional spots,          
news reports and specials and contests.                                         

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UNPLUGGED features live acoustical performances by major recording      
artists such as Eric Clapton, Rod Stewart and 10,000 Maniacs.  MTV              
licenses the distribution of UNPLUGGED home video versions of these             
performances, and MTV and the applicable record labels release the              
soundtracks to MTV's UNPLUGGED series.                                          

MTV Productions made its first venture into theatrical film-making      
by agreeing with Geffen Pictures in 1993 to jointly develop JOE'S               
APARTMENT into a feature-length film for distribution by Warner Bros.           
JOE'S APARTMENT is the award-winning short film about a young man's             
efforts to cope with a big dirty city and a tiny apartment full of              
talking cockroaches.                                                            

At December 31, 1993, MTV was licensed to approximately 52.2            
million domestic cable subscribers (based on subscriber counts                  
provided by each cable system).  According to the December 1993 sample          
reports issued by the A. C. Nielsen Company (the "Nielsen Report"),             
MTV reached approximately 59 million subscriber households.                     

MTV EUROPE is a 24-hours-a-day, seven-days-a-week video music           
network distributed via cable systems and direct-to-home satellite              
transmission throughout Europe, reaching over 58.3 million subscribers          
as of December 31, 1993 (based on subscriber counts provided by each            
distributor of the service).  During 1993, MTV EUROPE expanded its              
reach by entering into distribution arrangements in certain countries           
in Eastern Europe, the former Soviet Union and the Middle East.  MTV            
EUROPE is designed to communicate with Europe's youth in their                  
language by providing approximately 85% European-sourced youth                  
programming, including music videos, fashion, movie shows, MTV NEWS,            
trends and social issues.                                                       

In October 1993, MTVN launched MTV LATINO, a 24-hours-a-day,            
seven-days-a-week music-based program service customized for Spanish-           
speaking viewers, ages 12 to 34, in Latin America and the United                
States.   MTV LATINO reaches subscribers to cable, multichannel,                
multidistribution systems ("MMDS"), satellite master antenna                    
television ("SMATV") and direct-to-home viewers in approximately 20             
territories in Latin America.  MTV LATINO was distributed to                    
approximately 2.4 million subscribers as of December 31, 1993 (based            
on subscriber counts provided by authorized distributors).                      

MTVN has licensing arrangements covering the distribution of            
regionally-specific program services called MTV:  MUSIC TELEVISION in           
Asia, Japan and Brazil.  MTVN provides creative input and programming,          
production, marketing and research expertise and support in connection          
with licenses to each such licensee of the right to package and                 
exhibit a customized MTV program service containing MTV trademarks and          
logos and a mix of MTV-owned and controlled programming and                     
interstitial material with locally produced programming and                     
interstitial material.  Such arrangements include agreements with a             
subsidiary of HutchVision Limited for a 24-hours-a-day MTV Asia                 
service, which is distributed to 42 million subscriber households via           
the AsiaSat 1 satellite on the Hong Kong-based Satellite Television             
Asian Region (STAR) system to 30 countries in Asia and parts of the             
Middle East; the Abril Group for MTV Brazil, which airs 16-hours-a-day          
in Brazil, reaching 9.5 million households; and Music Channel Co.               
Ltd., a joint venture of Pioneer Electronic Corp., TDK Corp. and Tokyu          
Agency, Inc. for MTV Japan, which launched in December 1992 and is              
distributed to approximately 810,000 subscriber households in Japan             
via the Superbird B satellite.                                                  

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MTVN licenses, in international markets, the format rights and/or       
broadcast television exhibition rights to MTVN-owned or controlled              
programming.  MTVN also licenses the exhibition of "MTV                         
Internacional", a Spanish-language MTV-produced one-hour program, to            
Spanish-language television stations in the U.S. and abroad.  MTVN              
anticipates further worldwide licensing of MTVN networks, programs,             
merchandise and format rights.                                                  

NICKELODEON, the first network for kids, is a 24-hours-a-day,           
seven-days-a-week entertainment program service which combines                  
acquired and originally produced programs in a pro-social, non-violent          
format, comprising two distinct program segments:  NICKELODEON,                 
targeted to audiences ranging from the ages of 2 to 15, and NICK AT             
NITE, targeted to family audiences including NICKELODEON'S 2 to 15              
year old audience and ranging up to age 54.  Cable television                   
operators and other distributors typically carry both of the                    
NICKELODEON programming segments.                                               

In 1993, NICKELODEON expanded its successful original animated          
programming block, NICKTOONS(R), with the introduction of ROCKO'S               
MODERN LIFE(TM).  NICKELODEON continues to develop original animation           
projects such as REAL MONSTERS(TM), in addition to THE REN & STIMPY             
SHOW(TM), DOUG(TM) and RUGRATS(R).  NICKELODEON also exhibits on                
Saturday nights SNICK(TM), its first prime-time block of original               
NICKELODEON programming.  MTVN, in cooperation with MCA Inc. ("MCA"),           
operates NICKELODEON STUDIOS FLORIDA at Universal Studios in Orlando,           
Florida, which combines state-of-the-art television production                  
facilities with interactive features that demonstrate the operation of          
NICKELODEON's studios from a kid's perspective.                                 

NICKELODEON and Sony Music entered into an agreement in April 1993      
for Sony to manufacture and distribute NICKELODEON home video and               
audio products in the U.S. and Canada through its Sony Wonder                   
Children's label.  In June 1993, NICKELODEON launched NICKELODEON               
MAGAZINE, a bi-monthly humor-based children's publication.  At                  
December 31, 1993 circulation was approximately 225,000 (based on               
subscription and newsstand sales); distribution is handled, under               
agreement with NICKELODEON, by the New York Times' The Family Circle,           
Inc. (U.S.), and Worldwide Media Service, Inc. (U.K.).                          

At December 31, 1993, NICKELODEON was licensed to approximately         
53.4 million cable subscribers (based on subscriber counts provided by          
each cable system).  At December 31, 1993, NICK AT NITE was licensed            
to approximately 53.1 million cable subscribers (based on subscriber            
counts provided by each cable system).  According to the Nielsen                
Report, NICKELODEON and NICK AT NITE each reached approximately 60.9            
million subscriber households.                                                  

In December 1992, Nickelodeon Huggings U.K. Limited, a subsidiary       
of the Company, entered into a joint venture with a subsidiary of               
British Sky Broadcasting Limited for the launch and operation of                
NICKELODEON program service in the United Kingdom and Ireland.                  
NICKELODEON in the U.K. is a 12-hours-a-day, seven-days-a-week,                 
satellite-delivered children's programming service which launched in            
September 1993, and it carries a mix of programming, including                  
original productions from NICKELODEON in the U.S. and programming               
originally produced by the joint venture for the U.K. market.                   
Pursuant to the joint venture agreement and related parent agreements,          
the Company guarantees the obligation of its subsidiary and has both            
the right of first negotiation/last refusal with respect to any sale            

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of, and the right to approve any purchaser of, the British Sky                  
Broadcasting subsidiary's interest in NICKELODEON U.K.  The  Company's          
subsidiary is obligated to fund loans in an amount equal to 50% of              
NICKELODEON U.K.'s working capital deficit.  The Company funded loans           
of approximately B.P.3,500,000 in 1993 and expects to fund loans of             
approximately B.P.7,000,000 in 1994.                                            

VH-1/VIDEO HITS ONE is a 24-hours-a-day, seven-days-a-week music        
program service.  VH-1 targets an audience of baby boomers, 25 to 49            
years old, rather than the 12 to 34 year-olds targeted by MTV.  The             
format consists primarily of music video clips from the adult                   
contemporary, soft rock, classic oldies, contemporary jazz and country          
genres, augmented by original animation, music and general lifestyle            
information and programming, comedy, fashion, nostalgia, interviews             
and promotions.  VH-1 offers programs such as original and acquired             
comedy programming including STAND-UP SPOTLIGHT and Gallagher                   
specials; FT: FASHION TELEVISION; and the ONE-TO-ONE series which               
profiles pop artists.  At December 31, 1993, VH-1 was licensed to               
approximately 45.5 million cable subscribers (based on subscriber               
counts provided by each cable system).  According to the Nielsen                
Report, VH-1 reached approximately 49.5 million subscriber households.          
Substantially all such subscribers also receive MTV.                            

MTVN has agreements with some U.S. record companies which, in           
exchange for cash and advertising time, license the availability of             
such companies' music videos for exhibition on MTV and on MTVN's other          
basic cable networks; a number of other record companies provide MTVN           
with music videos in exchange for promotional consideration only.  The          
agreements generally provide that the videos are available for debut            
by MTVN and, in some cases, that videos are subject to exclusive                
periods on MTV.  These record companies provide a substantial portion           
of the music videos exhibited on MTV and VH-1.  MTVN is currently in            
negotiations for the renewal and extension of certain of its record             
company agreements.  Although MTVN believes that these agreements will          
be renewed, there can be no assurance that the terms of such renewals           
will be as favorable as existing arrangements.                                  

MTVN derives revenues principally from two sources:  the sale of        
time on its own networks to advertisers and the license of the                  
services to cable television and other system operators.  The sale of           
MTVN advertising time is affected by viewer demographics, viewer                
ratings and market conditions for advertising time.  Adverse changes            
in market conditions for advertising may affect MTVN's revenues.  MTVN          
derives revenues from license fees paid by cable operators and other            
distribution systems which deliver programming by satellite and                 
microwave transmissions.  In 1993, MTVN derived approximately 58% of            
its revenues from music programming and approximately 42% of its                
revenues from children's and other programming.                                 

MTVN also derives revenues from the sale of advertising time            
within internally produced or co-produced programming distributed to            
television stations and from the sale of advertising time within such           
programs produced by third parties.  MTVN, through its operation of             
One World Entertainment, sells barter advertising time in series                
licensed for distribution to television stations by the Company and             
third parties, in exchange for a commission.                                    

COMEDY CENTRAL.  The Company and HBO, through a 50-50 joint             
venture, operate COMEDY CENTRAL, a 24-hours-a-day, seven-days-a-week            
program service targeted to audiences ranging from the ages of 18 to            

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34.  The format consists primarily of comedy programming, including             
movies, series, situation comedies, stand-up and sketch comedy,                 
commentary, promotions, specials, and other original and acquired               
comedy programming.  Pursuant to the joint venture agreement, the               
Company is obligated to make capital contributions in an amount equal           
to 50% of the partnership's working capital deficit (and Viacom Inc.            
has guaranteed such obligation).  The Company's capital contributions           
for 1993 totaled $13.6 million.  For 1994, the Company estimates its            
contribution obligation to be approximately $9 million.  COMEDY                 
CENTRAL reached approximately 30.3 million subscriber households                
according to the Nielsen Report.                                                

LIFETIME.  The Company owns a one-third partnership interest in         
LIFETIME, an advertiser-supported basic cable television network that           
provides programming directed primarily toward women in the 18 to 54            
age group.  On March 29, 1994, the Company agreed to sell its one-              
third partnership interest in LIFETIME to its partners The Hearst               
Corporation and Capital Cities/ABC Inc. for approximately $317.6                
million; this transaction is expected to close in the second quarter            
of 1994.                                                                        

SHOWTIME NETWORKS INC.  Showtime Networks Inc. ("SNI") operates         
three 24-hours-a-day, commercial-free, premium subscription services            
offered to cable television operators and other distributors:                   
SHOWTIME, offering theatrically released feature films, dramatic                
series, comedy specials, boxing events, family programs and original            
movies; THE MOVIE CHANNEL, offering feature films and related                   
programming including film festivals; and FLIX, an added value premium          
subscription service featuring movies primarily from the 1960s, 70s             
and 80s which was launched on August 1, 1992.  SHOWTIME, THE MOVIE              
CHANNEL and FLIX are offered to cable television operators and other            
distributors (including the Company) under affiliation agreements               
which for SHOWTIME and THE MOVIE CHANNEL are generally for a term of            
three to five years and in each case are distributed to the systems             
they serve by means of domestic communications satellites.  As of               
December 31, 1993, SHOWTIME, THE MOVIE CHANNEL and FLIX, in the                 
aggregate, had approximately 11,900,000 cable and other subscribers in          
approximately 8,700 cable systems and other distribution systems in 50          
states and certain U.S. territories.                                            

SNI also provides special events, such as sports events, and            
feature films to licensees on a pay-per-view basis through its                  
operation of SET PAY PER VIEW, a division of the Company.                       

Showtime Satellite Networks Inc. ("SSN"), a subsidiary of SNI,          
packages for distribution to home satellite dish owners (on a direct            
retail basis) SHOWTIME, THE MOVIE CHANNEL, FLIX, Viacom Networks'               
basic cable program services, ALL NEWS CHANNEL (a 24-hour satellite-            
delivered news service which is a joint venture between Viacom                  
Satellite News Inc., a subsidiary of the Company, and Conus                     
Communications Company Limited Partnership, a limited partnership               
whose managing general partner is Hubbard Broadcasting, Inc.) and               
certain third-party program services.  SHOWTIME, THE MOVIE CHANNEL and          
FLIX are also offered to third-party licensees for subdistribution to           
home satellite dish owners.                                                     

In order to exhibit theatrical motion pictures on premium               
subscription television, SNI enters into commitments to acquire                 
rights, with an emphasis on acquiring exclusive rights for SHOWTIME             
and THE MOVIE CHANNEL, from major or independent motion picture                 

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producers and other distributors (including the Company).  SNI's                
exhibition rights always cover the United States and may on a                   
contract-by-contract basis cover additional territories.  Theatrical            
motion pictures are generally exhibited first on SHOWTIME and THE               
MOVIE CHANNEL after an initial period for theatrical, home video and            
pay-per-view exhibition and before the period has commenced for                 
standard broadcast television and basic cable television exhibition.            
FLIX primarily offers motion pictures from the 1960s, 70s and 80s,              
most of which have been previously made available for standard                  
broadcast and other exhibitions.                                                

The cost of acquiring premium television rights to programming,         
including exclusive rights, is the principal expense of SNI.  At                
December 31, 1993, in addition to such commitments reflected in Viacom          
Inc.'s and the Company's financial statements, SNI had commitments to           
acquire such rights at a cost of approximately $1.8 billion.  Most of           
the $1.8 billion is payable within the next seven years as part of              
normal programming expenditures of SNI.  These commitments are                  
contingent upon delivery of motion pictures which are not yet                   
available for premium television exhibition and, in many cases, have            
not yet been produced.                                                          

In November 1993, SNI entered into a seven-year agreement with          
Metro-Goldwyn-Mayer Inc. ("MGM") under which SNI agreed to acquire the          
exclusive premium television rights in the licensed territory to MGM            
and United Artists feature films.  The agreement includes all                   
qualifying films theatrically released from September 1, 1994 through           
August 31, 2001, up to a maximum of 150 pictures.  This agreement               
follows a previous agreement between SNI and Pathe Entertainment,               
Inc., a predecessor-in-interest to MGM.  The recent agreement also              
calls for SNI and MGM to co-finance the production of certain                   
exclusive original movies to be produced for SNI's program services.            

Also in 1993, SNI and Sony Pictures Entertainment Inc. entered          
into a five-year agreement under which SNI agreed to acquire the                
exclusive premium television rights in the licensed territory to                
TriStar Pictures feature films.  A continuation of SNI's previous               
three-year arrangement with TriStar, this new agreement includes all            
qualifying TriStar films theatrically released from 1994 through 1998,          
up to a maximum of 75 pictures.  Feature films theatrically released            
by TriStar include SLEEPLESS IN SEATTLE, CLIFFHANGER and PHILADELPHIA.          

In February 1994, SNI reached an agreement in principle with            
Castle Rock Entertainment ("Castle Rock") to acquire the exclusive              
premium television rights in the licensed territory to additional               
Castle Rock feature films.  This agreement follows SNI's previous               
output arrangement with Castle Rock, which included such previously             
theatrically released feature films as A FEW GOOD MEN, CITY SLICKERS,           
WHEN HARRY MET SALLY, MISERY, MALICE and IN THE LINE OF FIRE.  The new          
agreement includes all qualifying Castle Rock motion pictures                   
theatrically released from 1994 through 1999, up to a maximum of 55             
pictures.                                                                       

In March 1994, SNI entered into an agreement with Orion Pictures        
Corporation ("Orion") under which SNI agreed to acquire the exclusive           
premium television rights in the licensed territory to up to 30, in             
the aggregate, motion pictures, including qualifying motion pictures            
theatrically released from 1994 through 1996 and qualifying original            
motion pictures.  This agreement follows a previous output agreement            
between SNI and Orion.                                                          

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In 1989, SNI agreed with Walt Disney Pictures ("Disney") to             
acquire exclusive premium television rights in the licensed territory           
to qualifying feature films (up to a maximum of 125 films) produced             
and distributed by Disney's major distribution labels (other than the           
Disney label) and theatrically released during the five-year period             
commencing January 1, 1991.  These films include SISTER ACT 2,                  
TOMBSTONE, THE JOY LUCK CLUB and WHAT'S LOVE GOT TO DO WITH IT.  In             
addition, SNI has agreements with (among other suppliers) New Line              
Distribution, Inc., Imagine Films Entertainment, Inc., Cannon                   
Pictures, Inc., and Polygram Filmed Entertainment Distribution, Inc.            

SNI also arranges for the development and production of original        
programs and motion pictures that premiere on SHOWTIME through its              
operation of the Showtime Entertainment Group, which was formed in              
1992.  The Showtime Entertainment Group reflects SNI's increased                
commitment to the development and production of original programming            
and includes the operation of Viacom Pictures, a division of the                
Company.                                                                        

Viacom Pictures arranges for the development and production of          
motion pictures that are exhibited theatrically in foreign markets and          
premiere domestically on SHOWTIME.  These films are then made                   
available for distribution to various media worldwide, with the                 
exception of the U.S. theatrical market.  These feature films are               
generally budgeted at an average cost of approximately $5 million.              
During 1993, Viacom Pictures completed principal photography on two             
films:  PAST TENSE, starring Scott Glenn, Anthony LaPaglia and Lara             
Flynn Boyle, and ROSWELL, starring Kyle MacLachlan, Martin Sheen and            
Dwight Yoakam.                                                                  

The Showtime Entertainment Group also has entered into commitments      
to produce, distribute and/or exhibit other original programming,               
including series, films, documentary programs, comedy specials and              
boxing events.  In 1993, for example, SNI televised comedy specials             
featuring Tim Allen, Brett Butler and Shelley Long, boxing matches              
featuring such fighters as Julio Cesar Chavez, and the critically               
acclaimed dramatic anthology series entitled FALLEN ANGELS, episodes            
of which were directed by Michael Mann, Steve Soderbergh, Jonathan              
Kaplan and Tom Cruise and starred Gary Oldman, Laura Dern, Meg Tilly,           
Gabrielle Anwar, James Woods, Joe Mantegna, Gary Busey and Alan                 
Rickman.  In addition to exhibiting these original programs and motion          
pictures on its premium subscription services, SNI distributes certain          
of such programming for exploitation in various media worldwide.                

ADDITIONAL INFORMATION ABOUT VIACOM NETWORKS.  The domestic             
program services of MTVN and SNI are currently transmitted over                 
transponders principally on GE Americom's C-3 and C-4 and the Hughes            
Galaxy I and V domestic satellites.  In 1994, Viacom Networks program           
services on Galaxy I will move to AT&T's Telstar 302.  NICKELODEON              
(U.K.) program service is transmitted over the Astra 1-C satellite.             
MTV LATINO is transmitted over PanAmSat-1.  MTV EUROPE is transmitted           
over the Astra 1-A, Astra 1-B and Eutelsat II-F1 satellites.                    

The Company has entered into pre-launch agreements for                  
international satellite coverage on Apstar-1 and Apstar-2, covering a           
broad Asian area, on PanAmSat-2 (Pacific Rim area), PanAmSat-3 (Latin           
America) and PanAmSat-4 (India/Middle East and South Africa) and                
Eutelsat II-F6 (greater Europe), all for service beginning in 1994 and          
1995.                                                                           

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The Company entered into agreements, as of August 27, 1992, with        
United States Satellite Broadcasting Inc. ("USSB"), a subsidiary of             
Hubbard Broadcasting, Inc., for the direct broadcast satellite                  
distribution using high-powered Ku-band technology ("DBS") of each of           
the Company's wholly owned basic cable and premium networks.  These             
networks are expected to be offered by USSB to DBS customers beginning          
in 1994, and will be delivered directly to dishes located at DBS                
customers' homes from the first high-powered Ku-band satellite serving          
the U.S., which was launched in December 1993.  DBS delivery utilizes           
consumer dishes significantly smaller than the C-band consumer dishes           
currently in use by home satellite dish owners in the U.S.                      

VIACOM ENTERTAINMENT                                                            

Viacom Entertainment is comprised of (i) Viacom Enterprises,          
which distributes television series, feature films, made-for-                   
television movies, mini-series and specials for television exhibition           
in various markets throughout the world and also distributes                    
television series for initial United States television exhibition on a          
non-network ("first run") basis and for international television                
exhibition; (ii) Viacom Productions, which produces television series           
and other television properties independently and in association with           
others primarily for initial exhibition on U.S. prime time network              
television; (iii) Viacom New Media, which was established in 1992               
to develop, produce, distribute and market interactive software                 
for the stand alone and other multimedia marketplaces; (iv) Viacom              
World Wide, which explores and develops business opportunities in               
international markets primarily in cable and premium television; and            
(v) Viacom MGS Services, which duplicates and distributes television            
and radio commercials.  Viacom Enterprises and Viacom Productions are           
expected to be consolidated with Paramount's television operations              
during 1994.                                                                    

VIACOM ENTERPRISES.  Viacom Enterprises distributes or syndicates     
television series, feature films, made-for-television movies, mini-             
series and specials, and first run series for television exhibition in          
domestic and/or international broadcast, cable and other markets.               
Feature film and television properties are acquired from third parties          
or result from the Company's own production activities, including               
television properties produced by Viacom Productions and certain                
television properties produced by or for MTV Networks.  Third-party             
agreements for the acquisition of distribution rights are generally             
long-term and exclusive in nature; such agreements frequently                   
guarantee a minimum recoupable advance payment to such third parties            
and generally provide for periodic payment to such third parties based          
on the amount of revenues derived from distribution activities after            
deduction of Viacom Enterprises' percentage distribution fee,                   
recoupment of distribution expenses and recoupment of any advance               
payments.                                                                       

At December 31, 1993, Viacom Enterprises held domestic and/or         
international television distribution rights to approximately 5,000             
half-hour series episodes, 2,000 one-hour series episodes, 1,500                
feature films and television movies, and 30 mini-series.                        

At December 31, 1993, Viacom Enterprises distributed television       
product to, among other outlets, approximately 750 domestic broadcast           
television stations, including stations in every principal city                 
in the U.S., and to outlets in approximately 120 other countries                

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around the world.  Viacom Enterprises generally licenses product to             
exhibitors for periods of one to six years, with license fee payments           
due over a somewhat shorter period.                                             

Episodes of a network television series from the first four           
seasons on a broadcast network generally become available for                   
exhibition in domestic syndication to broadcast television stations             
commencing upon the start of the fifth broadcast season on the                  
network; episodes from each subsequent broadcast season generally               
become available for such domestic syndication at the conclusion of             
each such subsequent broadcast season.  Episodes of network television          
series are available for exhibition by foreign stations prior to or             
concurrent with their initial network runs.  Generally, a network               
television series must air for at least three full broadcast seasons            
before it has value for such domestic syndication.  Television                  
programs can be made available to stations and other outlets, such as           
cable television services, on a first run basis without having been             
exhibited on any of the networks.  The Company has greater control              
over the availability for exhibition in such domestic syndication of            
programming developed by and for Viacom's cable networks than of                
programming developed for network television.  The Company has adopted          
a strategy of internal development of first run programs utilizing in-          
house creative resources from within Viacom Enterprises and from                
elsewhere within the Company, such as MTV Networks.  Feature films              
which have been released theatrically generally become available for            
exhibition in such domestic syndication after their theatrical, home            
video, pay-per-view, and premium television exhibition periods have             
expired (which is generally three to four years after domestic                  
theatrical release) and for network or ad hoc network exhibition                
between the first and second premium television windows.  Such feature          
films generally become available for free television exhibition by              
foreign stations after the foreign theatrical, home video, pay-per-             
view (if any) and premium television (if any) exhibition periods have           
expired (which is generally two to three years after theatrical                 
release in the applicable foreign market).                                      

The Company controls the exclusive worldwide broadcast, basic         
cable, premium, and home video television distribution rights to                
ROSEANNE, now in its sixth network broadcast season on ABC, and THE             
COSBY SHOW, which completed its eight-year network run at the end of            
the 1991/92 network broadcast season.  The start of the sixth network           
season of ROSEANNE automatically triggered the first of three 26-week           
extensions of individual station licenses for ROSEANNE's initial                
licensing in domestic syndication, which was made on a cash plus                
barter basis.  The second licensing period in domestic syndication for          
THE COSBY SHOW commenced in September 1993 (upon expiration of the              
term for the initial licensing in domestic syndication of THE COSBY             
SHOW) on an all-cash basis.                                                     

The Company also controls certain worldwide exclusive                 
distribution rights to classic network series such as I LOVE LUCY, THE          
ANDY GRIFFITH SHOW, THE BEVERLY HILLBILLIES, HAWAII FIVE-O and THE              
TWILIGHT ZONE.  The Company is also offering VIACOM SEASONAL SPECIALS           
FEATURING NICKTOONS which brings six one hour seasonally themed                 
specials, drawn from MTV Networks' critically acclaimed NICKTOONS               
animation block, to broadcast television.                                       

In addition, the Company controls the exclusive worldwide             
distribution rights in all media to various network television movies           
and series produced by Viacom Productions such as the PERRY MASON               

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television movies starring Raymond Burr, the DIAGNOSIS MURDER                   
television movies and series starring Dick Van Dyke and the MATLOCK             
series starring Andy Griffith.  Most episodes of  MATLOCK and most of           
the PERRY MASON television movies are currently available for                   
exhibition in domestic syndication.  (See "BUSINESS -- Viacom                   
Entertainment -- Viacom Productions")                                           

The Company had accumulated a backlog of unbilled license             
agreements of approximately $399 million at December 31, 1993.  As the          
entire license fee amount is billed during the term of various                  
licensing contracts, the Company will recognize as revenues that                
portion of such amount representing its distribution fees.  Down                
payments and other accelerated payments of license fees are included            
in the backlog and are recognized as revenues in accordance with the            
billing terms of the license agreements.  (See Note 1 to the                    
Consolidated Financial Statements of Viacom Inc. and the Company for            
an explanation as to how license fees are billed.)  Approximately 58%           
of the Company's backlog is attributable to license fees for ROSEANNE           
and THE COSBY SHOW.  As THE COSBY SHOW becomes a smaller portion of             
the total backlog, the percentage of the total license fee recognized           
as revenue by the Company will be reduced.                                      

Since the late 1970s, the Company has produced and/or acquired        
television series for distribution on a first run basis.  There is a            
financial exposure to the Company when it acquires or produces such             
series to the extent that advertising revenues derived by the Company           
and/or license fees paid by television stations to the Company are not          
sufficient to cover production costs.  The Company typically offers to          
license new episodes of a first run series on a broadcast season                
basis.  Generally, a first run series may be canceled by the Company            
for any reason at any time; in such event, television station licenses          
for such first run series are subject to termination by the Company,            
and the Company may have certain financial obligations to the producer          
notwithstanding cancellation.  The Company is currently offering the            
third season (since its national launch) of THE MONTEL WILLIAMS SHOW,           
a first run one-hour strip (five times per week) talk show which                
premiered in Spring 1991 and was nationally launched in September               
1992, on a cash plus barter basis, and NICK NEWS, a first run half              
hour weekly (one time per week) news and information show targeted for          
audiences 12 years old and under, which was nationally launched in              
September 1993 on an all-barter basis.                                          

The Company licenses certain ancillary rights to third parties,         
including home video, video disc and merchandising rights.  These               
rights can be acquired concurrently with a program acquisition,                 
derived from programs or characters created in-house, or directly               
licensed from the holders of such rights.  These activities have not            
been a source of significant revenues to date.                                  

For the year ended December 31, 1993, approximately 37% of Viacom       
Enterprises' revenues were attributable to foreign operations and               
export business.  A substantial portion of such revenues is derived in          
countries that have import quotas and other restrictions which limit            
the number of foreign programs and films exhibited in such countries.           
(See "BUSINESS -- Regulation -- Viacom Entertainment -- European                
Community Directive")                                                           

VIACOM PRODUCTIONS.  Viacom Productions Inc. ("Viacom                   
Productions") produces programs independently and in association with           
others primarily for U.S. network prime time television.                        

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These programs, which include television movies, series and mini-               
series, are also a source of product for the Company's distribution             
activities.  There is a financial exposure to the Company with respect          
to such programs to the extent that revenues from distribution or               
syndication in foreign or domestic broadcast, cable and/or other                
markets are not sufficient to cover production deficits (i.e., the              
                                      ----
difference between production costs and network license fees).  For             
the 1993/94 broadcast season, Viacom Productions is producing the               
eighth network broadcast season of Andy Griffith's MATLOCK series               
(ABC); three additional PERRY MASON mystery television movies (NBC);            
the first network broadcast season of Dick Van Dyke's DIAGNOSIS MURDER          
series (CBS); two television movies starring Louis Gossett, Jr. (NBC);          
and several two-hour television movies, including THE ANISSA AYALA              
STORY (NBC); DESPERATE JOURNEY, starring Mel Harris (ABC); and SIN AND          
REDEMPTION, starring Richard Grieco (CBS).  Viacom Productions also             
produces movies for cable television networks, including THEY,                  
starring Vanessa Redgrave (SHOWTIME) and A FRIENDLY SUIT, starring              
Melissa Gilbert and Marlee Matlin (LIFETIME).                                   

VIACOM NEW MEDIA.  Viacom New Media, the Company's interactive          
publishing division, was formed in 1992 to develop, produce,                    
distribute and market interactive software for the stand-alone and              
other multimedia marketplaces.  ICOM Simulations, Inc., an interactive          
software development company, was acquired by the Company in May 1993           
and has been integrated into Viacom New Media; among other things,              
ICOM Simulations, Inc. is known for its SHERLOCK HOLMES CONSULTING              
DETECTIVE series of CD-ROM products.  Viacom New Media released an              
interactive horror movie on CD-ROM entitled DRACULA UNLEASHED in the            
fourth quarter of 1993.  In 1994, Viacom New Media expects to release           
original video games and CD-ROM products based on certain MTV Networks          
programs, including ROCKO'S MODERN LIFE (currently scheduled for                
second quarter 1994 release) and BEAVIS & BUTT-HEAD.  Viacom New Media          
also expects to participate in the development of interactive                   
programming for the Viacom/AT&T Castro Valley cable system project.             
(See "BUSINESS -- Viacom Cable Television")                                     

VIACOM WORLD WIDE LTD.  Viacom World Wide Ltd. ("Viacom World           
Wide") explores and develops international business opportunities in            
all media, focusing primarily on countries with recently deregulated            
television industries.  Viacom World Wide works closely with the                
Company's other operating units in identifying international business           
opportunities.  Viacom World Wide also provides consulting services to          
companies overseas.  Over the past year, Viacom World Wide has                  
provided strategic and business planning services to corporations in            
the Middle East and engineering services in Japan.  None of these               
services has been a source of significant revenues to date nor                  
required significant capital contributions by the Company.                      

VIACOM MGS SERVICES.  Viacom MGS Services Inc. ("MGS")                  
distributes, duplicates and stores taped and filmed television                  
commercials, radio commercials, and other programs for advertisers and          
agencies, production houses and industrial and educational customers.           

VIACOM CABLE TELEVISION                                                         

CABLE OPERATIONS.  At December 31, 1993, Viacom Cable Television        
("Viacom Cable") was approximately the 13th largest multiple cable              
television system operator in the United States with approximately              
1,094,000 subscribers.  In January 1993, the Company completed the              

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sale of its suburban Milwaukee cable system, serving approximately              
47,000 customers, to Warner Communications Inc., a unit of Time Warner          
Entertainment Co., L.P. as part of the settlement of the Company's              
antitrust lawsuit against Time Warner Inc.  Viacom Cable's systems are          
operated pursuant to non-exclusive franchises granted by local                  
governing authorities.                                                          

Viacom Cable offers two tiers of primary (i.e., non-premium)            
service:  "Limited Service", which consists generally of local and              
distant broadcast stations and all public, educational and                      
governmental channels ("PEG") required by local franchise authorities;          
and, the "Satellite Value Package", which provides additional channels          
of satellite-delivered cable networks.  Monthly service fees for these          
two levels of primary service constitute the major source of the                
systems' revenue.                                                               

The monthly service fees for Limited Service and the Satellite          
Value Package are regulated under the Cable Television Consumer                 
Protection and Competition Act of 1992 (the "1992 Cable Act") (See              
"BUSINESS -- Regulation -- Viacom Cable -- Federal Regulation").  At            
December 31, 1993, the fixed monthly fees charged to customers for              
primary services varied by geographic area and ranged from $9.00 to             
$14.84 per month for Limited Service and from $21.25 to $25.78 for the          
combination of Limited Service plus the Satellite Value Package, in             
each case for all of an individual customer's television connections.           
The Company offers customers the Company's own basic programming                
services, as well as third-party services such as CNN and ESPN.  An             
installation charge is levied in many cases but does not constitute an          
important source of revenue.  Customers are free to discontinue                 
service at will.  None of Viacom Cable's systems is exempt from rate            
regulation under the 1992 Cable Act.                                            

Viacom Cable offers premium cable television programming,               
including the Company's premium subscription television services, to            
its customers for an additional monthly fee of up to $12.25 per                 
premium service.  As of December 31, 1993, the Company's cable                  
television systems had approximately 718,000 subscriptions to premium           
cable television program services.                                              

Viacom Cable customers who elect to subscribe to Limited Service        
alone are also able to purchase premium and pay-per-view services               
offered by the Company without first having to "buy through" the                
Satellite Value Package.  The 1992 Cable Act requires cable operators           
to implement this practice where no technological limitations exist.            
(See "BUSINESS  -- Regulation -- Viacom Cable -- Federal Regulation")           

Viacom Cable also derives revenue from sales of available               
advertising spots on advertiser-supported programming and sharing of            
revenues from sales of products on home shopping services offered by            
Viacom Cable to its customers.                                                  

Cable operators require substantial capital expenditures to             
construct systems and significant annual expenditures to maintain,              
rebuild and expand systems.  The equipment of each cable system                 
consists principally of receiving apparatus, trunk lines, feeder cable          
and drop lines connecting the distribution network to the premises of           
the customers, electronic amplification and distribution equipment,             
converters located in customers' homes and other components.  System            
construction and operation and quality of equipment used must conform           
with federal, state and local electrical and safety codes and certain           

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regulations of the FCC.  Viacom Cable, like many other cable                    
operators, is analyzing potential business applications for its                 
broadband network, including interactive video, video on demand, data           
services and telephony.  These applications, either individually or in          
combination, may require technological changes such as fiber optics             
and digital compression.  If these applications justify capital                 
spending in excess of current projections, Viacom Cable will revise             
its capital needs accordingly.  Although management believes the                
equipment used in the cable operations is in good operating condition,          
except for ordinary wear and tear, Viacom Cable invests significant             
amounts each year to upgrade, rebuild and expand its cable systems.             
During the last five years, Viacom Cable's capital expenditures were            
as follows:  1989: $40 million; 1990: $46 million; 1991: $45 million;           
1992: $55 million; and 1993: $79 million.  The Company expects that             
Viacom Cable's capital expenditures in 1994 will be approximately $100          
million.                                                                        

Viacom Cable has constructed a fiber optic cable system in Castro       
Valley, California to provide more channels with significantly better           
picture quality, and to accommodate testing of new services including           
an interactive on-screen programming guide known as StarSight (in               
which a consolidated affiliate of the Company currently has a 21.4%             
equity interest which it has the right to increase to 35%), other               
interactive programs with Viacom New Media, video-on-demand premium             
services, multiplexed premium services, and advanced interactive video          
and data services.  Viacom has entered into an agreement with AT&T to           
test and further develop such services.                                         

As part of Viacom's strategic relationship with NYNEX Corporation       
("NYNEX"), Viacom has granted NYNEX a right of first refusal with               
respect to providing telephony service upgrade expertise to Viacom              
Cable.                                                                          

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                                                        [Enlarge/Download Table]
                                AS OF DECEMBER 31, 1993                                                     
                                ---------------------                                                       


                     APPLOXIMATE  APPROXIMATE   NUMBER OF                                                   
                      HOMES IN    HOMES PASSED   PRIMARY     PRIMARY    PREMIUM     PREMIUM       MILES OF  
                      FRANCHISE     BY CABLE    CUSTOMERS  PENETRATION   UNITS    PENETRATION      CABLE    
                        AREA                                                                    DISTRIBUTION
                         (1)          (2)          (3)         (4)         (5)        (6)                   
                     ---------------------------------------------------------------------------------------
                                                                                                            
Bay Area Region                                                                                             
  Marin (7)            81,000       79,600        61,800        78%       30,200      49%            638    
  Sonoma (7)           45,000       44,700        34,500        77%       17,000      49%            514    
  Napa (7)             33,000       32,600        22,900        70%       11,800      52%            302    
  East Bay/Castro      85,000       85,400        70,800        83%       53,700      76%            668    
    Valley(7)                                                                                               
  Pittsburg/Pinole(7)  72,000       71,400        53,600        75%       37,900      71%            511    
  San Francisco       354,500      334,000       161,800        48%      117,700      73%            709    
                      -------      -------       -------        ---      -------      ---            ---    
      Total Bay Area  670,500      647,700       405,400        63%      268,300      66%          3,342    
       Region                                                                                               

Ore-Cal Region                                                                                              
  Redding (7)          55,800       53,400        35,400        66%       17,400      49%            629    
  Oroville(7)          42,600       38,700        25,100        65%        8,800      35%            482    
  Salem                74,400       72,300        42,500        59%       21,700      51%            600    
                       ------       ------        ------        ---       ------      ---            ---    
      Total Ore-Cal   172,800      164,400       103,000        63%       47,900      47%          1,711    
       Region                                                                                               

Puget Sound Region    614,300      595,900       408,600        69%      253,200      62%          6,123    
  (7)                                                                                                       

Mid-West Region                                                                                             
  Nashville (17)      265,000      227,100       125,400        55%       99,000      79%          2,222    
  Dayton               98,000       94,800        51,700        55%       49,700      96%            633    
                       ------       ------        ------        ---       ------      ---            ---    
      Total Mid-West  363,000      321,900       177,100        55%      148,700      84%          2,855    
       Region                                                                                               

Total Viacom Cable  1,820,600    1,729,900     1,094,100        63%      718,100      66%         14,031    
                    =========    =========     =========        ===      =======      ===         ======    

<FN>                                                                                                        
----------------------                                                                                      
(1) Homes in franchise area represents Viacom Cable's estimate based upon local sources such as city        
    directories, chambers of commerce, public utilities, public officials and house counts.                 
(2) Homes are deemed "passed by cable" if such homes can be connected without any further extension of the  
    transmission lines.                                                                                     
(3) Represents the number of homes connected, rather than the number of television outlets connected within 
    such homes.                                                                                             
(4) Represents primary customers as a percentage of homes passed by cable.                                  
(5) The premium unit count is based on the total number of premium services subscribed to by primary        
    customers.                                                                                              
(6) Represents premium units as a percentage of primary customers.                                          
(7) Other cable television companies have franchises and serve parts of these areas in which the Company has
    franchises.                                                                                             


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VIACOM BROADCASTING                                                             

Viacom Broadcasting is engaged in the operation of five television    
and 14 radio stations.  The Company's television and radio stations             
operate pursuant to the Communications Act of 1934, as amended (the             
"Communications Act"), and licenses granted by the FCC, which are               
renewable every five years in the case of television stations and every         
seven years in the case of radio stations.                                      

VIACOM TELEVISION.  The Company owns and operates the following         
five television properties:                                                     

NETWORK 
STATION AND                         AFFILIATION                                 
METROPOLITAN                        AND EXPIRATION            YEAR              
AREA SERVED                  TYPE   DATE OF AGREEMENT       ACQUIRED            
--------------------------------------------------------------------            
KMOV-TV                                                                         
St. Louis, MO               VHF    CBS/December 31, 1994    1986              

WVIT-TV                                                                         
Hartford-New Haven-                                                           
New Britain-Waterbury, CT   UHF    NBC/July 2, 1995         1978              

WNYT-TV                                                                         
Albany-Troy-Schenectady, NY VHF    NBC/September 28,        1980              
1995    

KSLA-TV                                                                         
Shreveport, LA              VHF    CBS/June 30, 1995        1983              

WHEC-TV                                                                         
Rochester, NY               VHF    NBC/August 13, 1994      1983              

As reflected in the table above, each of the Company's television       
stations is affiliated with a national television network.  Such                
affiliations can be an advantage, because network programming is often          
competitively stronger and results in lower programming costs than              
would otherwise be necessary to obtain programming from other sources.          
The Company expects that the affiliation agreements which expire in             
1994 will be renewed.                                                           

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In addition to fees paid by networks to their affiliates, the           
principal source of revenue for the Company's television stations is            
the sale of broadcast time that has not been sold by the networks to            
national, local and regional advertisers.  Such sales may involve all           
or part of a program or spot announcements within or between programs.          
Broadcast time is sold to national advertisers through national sales           
representatives who are compensated on a commission basis at normal             
industry rates. Advertising is sold to local and regional advertisers           
through a station's own sales force.  Local and national spot                   
advertising is generally sold pursuant to contracts which are for short         
periods and are generally cancelable upon prior notice but which are            
frequently renewed for additional terms.                                        

VIACOM RADIO.  The Company owns and operates the 14 radio stations      
listed below.  On June 16, 1993, the Company acquired the assets of             
KQLZ-FM (now KXEZ-FM), serving Los Angeles, California and on November          
1, 1993, the Company acquired the assets of WCXR-FM and WCPT-AM serving         
Washington, D.C., in exchange for the assets of KIKK-AM/FM serving              
Houston, Texas and cash.  The Company now operates multiple FM and/or           
multiple AM stations in Seattle, Washington (2 FMs, 1 AM), Los Angeles,         
California (2 FMs) and Washington, D.C. (2 FMs, 2 AMs) as permitted by          
the FCC's recently liberalized ownership rules which permit common              
ownership of two or more AM or two or more FM stations in the same              
market.  Pursuant to the FCC's order on March 4, 1994 consenting to the         
transfer of control of Paramount's broadcast licenses to Viacom Inc.,           
which licenses include a television station serving Washington, D.C.,           
the Company has undertaken to dispose of one AM and one FM radio                
station serving Washington, D.C. no later than September 11, 1995.              
(See "BUSINESS -- Regulation -- Viacom Broadcasting -- Ownership                
Limitations")                                                                   

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STATION AND                                                                     
METROPOLITAN                       POWER      RADIO            YEAR             
AREA SERVED            FREQUENCY   WATTS      STATION FORMAT   ACQUIRED         
-----------------------------------------------------------------------         
WLTW-FM                                                                         
New York, NY         106.7 MHz   50,000     Adult            1980           
                        Contemporary

WLIT-FM                                                                         
Chicago, IL          93.9  MHz   50,000     Adult            1982           
                        Contemporary

WLTI-FM                                                                         
Detroit, MI          93.1  MHz   50,000     Adult            1988           
                        Contemporary

WMZQ-AM-FM                                                                      
Washington,     (AM) 1390  KHz   5,000      Country          1984           
D.C.            (FM) 98.7  MHz   50,000                      1980           

WCXR-FM                105.4 MHz   50,000     Classic Rock     1993             
WCPT-AM                730   KHz   5,000 D*   CNN Headline     1993             
Washington,                      20    N*   News                            
D.C.                                                                        

KBSG-AM-FM                                                                      
Tacoma/Seattle,   (FM) 97.3  MHz   100,000    Oldies           1987             
WA                (AM) 1210  KHz   10,000 D*                   1989             
1,000  N* 
KNDD-FM                                                                         
Seattle, WA          107.7 MHz   100,000    New Rock (AOR)   1992           

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STATION AND                                                                     
METROPOLITAN                       POWER      RADIO            YEAR             
AREA SERVED            FREQUENCY   WATTS      STATION FORMAT   ACQUIRED         
-----------------------------------------------------------------------         
KYSR-FM                                                                         
Los Angeles,         98.7  MHz   75,000     Adult            1990           
CA                                          Contemporary                    

KXEZ-FM                                                                         
Los Angeles,         100.3 MHz   50,000     Adult            1993           
CA                                          Contemporary                    

KSRY-FM                                                                         
San Francisco,       98.9  MHz   50,000     Adult            1990           
CA                                          Contemporary                    

KSRI-FM                                                                         
Santa Cruz/San       99.1  MHz   50,000     Adult            1990           
Jose, CA                                      Contemporary                      
_________________________                                                       
*  D/N = Day/Night                                                              

As indicated in the table above, the radio stations generally have      
specialized program formats targeted to specific audiences.  In                 
addition, the stations' programming includes entertainment, news,               
religion, sports, education and other topics of general interest.  The          
stations also provide time for public affairs, educational and cultural         
programs and for discussion of local and national issues.                       

Radio station revenues are derived almost entirely from the sale of     
advertising time.  Only a small amount of such revenues is derived from         
sponsored programs or non-broadcast sources.  As is customary in the            
industry, national representatives are engaged to obtain advertising            
from and to sell broadcast time to national advertisers, and are                
compensated on a commission basis.  The stations' own sales forces sell         
advertising time to local and regional advertisers.  Local, regional            
and national advertising is generally sold pursuant to contracts which          
are for short periods and generally are cancelable upon prior notice,           
but frequently are renewed for additional terms.                                

REGULATION                                                                      

The Company's entertainment, cable television and broadcasting          
businesses are subject to extensive regulation by federal, state and            
local governmental authorities and its programming businesses are               
affected thereby.  The rules, regulations, policies and procedures              
affecting these businesses are constantly subject to change.  The               
descriptions which follow are summaries and should be read in                   
conjunction with the texts of the statutes, rules and regulations               

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described herein.  The descriptions do not purport to describe all              
present and proposed federal, state and local statutes, rules and               
regulations affecting the Company's businesses.                                 

VIACOM ENTERTAINMENT                                                            

The Company's first run, network and other production operations        
and its distribution of off-network, first run and other programs in            
domestic and foreign syndication are not directly regulated by                  
legislation.  However, existing and proposed rules and regulations of           
the FCC applicable to broadcast networks, individual broadcast stations         
and cable could affect Viacom Entertainment.                                    

FINANCIAL INTEREST AND SYNDICATION RULES.  The financial interest       
and syndication rules ("finsyn rules") were adopted by the FCC in 1970.         
These rules significantly limited the role of broadcast television              
networks in broadcast television program syndication.  The financial            
interest rule prohibited a network from acquiring a financial or                
proprietary right or interest in the exhibition (other than its own             
broadcast network exhibition), distribution or other commercial use in          
connection with the broadcasting of any television program of which it          
is not the sole producer.  The syndication rule prohibited a network            
from syndicating programming domestically to television stations for            
non-network exhibition and precluded a network from reserving any               
rights to participate in income derived from domestic broadcast                 
syndication, or from foreign broadcast syndication where the network            
was not the sole producer.  For the purposes of these rules, a                  
broadcast network was defined as any entity which offers an                     
interconnected program service on a regular basis for 15 or more hours          
per week to at least 25 affiliated television stations in 10 or more            
states.                                                                         

In 1991 the FCC adopted modified finsyn rules.  In 1992,              
these rules were vacated by the U.S. Court of Appeals for the                   
Seventh Circuit (the "Seventh Circuit Appeals Court"), acting on                
appeals filed by ABC, CBS, NBC and others.  In 1993 the FCC                     
adopted a decision (the "Decision") further modifying the finsyn                
rules effective as of June 5, 1993, although ABC, CBS, and NBC                  
could not commence operating under the modified finsyn rules until              
November 10, 1993 when the antitrust consent decrees to which they              
are subject were modified to eliminate certain restrictions by an               
order (the "Order") of the U.S. District Court for the Central                  
District of California (the "District Court").  The modified                    
rules will expire in November 1995, absent an affirmative                       
FCC action retaining or further modifying them.  The FCC is to                  
initiate a final review of the modified rules six months prior to               
their November 1995 expiration date and proponents of their                     
continuance have the burden of proving that the public interest                 
requires their continued retention.  The Decision has been                      
appealed by the networks and others, and all appeals have been                  
consolidated before the Seventh Circuit Appeals Court.  The                     
Company is unable to predict what action the court will take when               
it reviews the Decision or what effect, if any, the Decision will               
have on the Company's distribution and production activities.                   

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The Decision eliminates certain restrictions on network               
acquisition of financial interests and syndication rights in                    
network programming.  With respect to first run programs, networks              
may not acquire any financial interests or syndication rights                   
except in programs produced solely by the network and in programs               
distributed only outside the U.S.  The networks are also                        
prohibited by the modified rules from directly engaging in                      
syndication in the U.S. of both network prime time entertainment                
programs and first run programs, but they may syndicate non-                    
prime time network programs and network non-entertainment                       
programs in the U.S. and any programs in foreign markets.                       
Networks must also release prime time entertainment programs                    
in which they hold syndication rights into the syndication                      
market no later than four years after the program's network                     
debut or within six months after the end of the network                         
run, whichever is earlier.  In addition, networks are also                      
subject to certain certification and reporting requirements.  A                 
network is defined in the modified rules as any entity that                     
provides more than 15 hours of prime time programming per week to               
affiliates reaching 75% of television households nationwide.                    
Emerging networks not currently meeting the network definition are              
exempt from the modified rules except for certain reporting                     
requirements which become applicable when they commence providing               
16 hours per week of prime time programs to their affiliates.  The              
networks must use an independent syndicator to distribute off-                  
network prime time entertainment programs in which they hold                    
syndication rights, and there must be no contractual or other                   
understandings between the network and the syndicator regarding                 
the subsequent sale or scheduling of the syndicated program that                
would have the direct or indirect effect of affiliate station                   
favoritism.                                                                     

The FCC will consider complaints if a party can make a                
showing undermining the credibility of the independence of the                  
syndicator, and it is unclear whether such complaints may be                    
directed only to the network involved or whether independent                    
syndicators may also be subject to such complaints.                             

PRIME TIME ACCESS RULE.  The Prime Time Access Rule ("PTAR")            
prohibits network affiliates in the top 50 markets (designated by the           
FCC based on survey data) from exhibiting network or off-network                
programming during more than three out of the four prime time hours,            
with certain limited exceptions.  The Decision provided that first run          
programming produced by a network will be considered network programming        
for this purpose.                                                               

A number of interested parties have raised the issue of whether         
PTAR should be modified or repealed.  Certain programmers are seeking           
modification of PTAR to permit the exhibition of off-network                    
programming.  The licensee of WCPX-TV, Orlando, Florida, has sought             
elimination of PTAR on First Amendment grounds and certain West Coast           
network affiliates have obtained PTAR waivers from the FCC that                 
facilitated the commencement of network prime time one hour earlier.            

If PTAR itself is so modified or is eliminated, the Company is          
unable to predict the effect, if any, on its first run and other                

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distribution activities.  The Company is also unable to predict whether         
earlier commencement of network prime time programming would affect the         
availability of prime time for the presentation of syndicated programs          
on network-affiliated stations.                                                 

EUROPEAN COMMUNITY DIRECTIVE.  In October 1989, the European            
Commission directed each European Community member country to adopt             
broadcast quota regulations based on its guidelines by October 3, 1991.         
All member countries other than Spain and the Flemish region of Belgium         
have enacted legislation aimed at adopting such regulations.  Such              
broadcast quota regulations may limit the amount of U.S. produced               
programming to be purchased by foreign customers which could have an            
adverse impact on the Company's foreign syndication operations.                 
Similar rules are contained in a Council of Europe Convention which             
went into force on May 1, 1993.  This has currently been ratified by            
Cyprus, Italy, Poland, San Marino, Switzerland, the Vatican and the             
United Kingdom.                                                                 

VIACOM CABLE                                                                    

Federal Regulation                                                              

1992 CABLE ACT.  On October 5, 1992, Congress enacted the Cable         
Television Consumer Protection and Competition Act of 1992 (the "1992           
Cable Act") substantially amending the regulatory framework under which         
cable television systems have operated since the Communications Act of          
1934, as amended (the "Communications Act"), was amended by the Cable           
Communications Policy Act of 1984 (the "1984 Act").  The FCC through            
its rules and regulations began implementing the requirements of the            
1992 Cable Act in 1993 and is currently engaged in several proceedings          
in order to adopt additional rules and regulations or to reconsider             
and/or amend certain of the rules and regulations previously adopted.           
The extent and materiality of the effects of the 1992 Cable Act on              
Viacom Cable and Viacom Networks depend to a large degree on the final          
form of the FCC's implementing regulations and the outcome of judicial          
challenges to various provisions of the 1992 Cable Act as more fully            
discussed below.  The following is a summary of certain significant             
issues:                                                                         

Rate Regulation.  Rate regulations adopted in April 1993 by the FCC     
---------------                                                         
(the "April 1993 Regulations") govern rates charged to subscribers for        
regulated tiers of cable service and became effective on September 1,         
1993.  On February 22, 1994, the FCC adopted additional rules (the            
"February 22nd Regulations") which have not yet been published in             
their final form.  The "benchmark" formula adopted as part of the             
April 1993 Regulations establishes an "initial permitted rate" which          
may be charged by cable operators for specified tiers of cable                
service.  The regulations also establish the prices which may be              
charged for equipment used to receive these services.  Because the            
text of the February 22nd Regulations has not been released, it is not        
possible to know the extent or nature of the revisions to the April           
1993 Regulations.  However, from public statements made during the            
FCC's February 22 meeting and news releases issued thereafter, it             
appears that the February 22nd Regulations will contain a new formula         
for determining permitted rates.  The new formula may require up to a         

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17% reduction of rates from those charged on September 30, 1992,              
rather than the 10% reduction required by the April 1993 Regulations.         
The February 22nd Regulations also adopted interim standards governing        
"cost-of-service" proceedings pursuant to which a cable operator would        
be permitted to charge rates in excess of rates which it would                
otherwise be permitted to charge under such regulations, provided that        
the operator substantiates that its costs in providing services               
justify such rates.                                                           

Based on its implementation of the April 1993 Regulations, the          
Company estimates that it will recognize a reduction to revenues              
ranging from $27 million to $32 million on an annualized basis,               
substantially all of which will be reflected as a reduction in                
earnings from operations of its cable television division.  The               
Company's estimated reduction does not reflect further reductions             
to revenue which would result from the lowering of the initial                
permitted rates pursuant to the February 22nd Regulations.  These             
new and reduced initial permitted rates will apply prospectively              
from a date to be announced by the FCC when it publishes precise              
regulations which implement the February 22nd Regulations. Until              
the February 22nd Regulations are released, it is not possible to             
predict the effects of the interim standards governing cost-of-               
service proceedings; however, based on the FCC's public statements,           
the Company believes it is unlikely that it will be able to utilize           
such proceedings so as to charge rates in excess of rates which it            
would otherwise be permitted to charge under the regulations.  The            
Company's ability to mitigate the effects of these new rate                   
regulations by employing techniques such as the pricing and                   
repricing of new or currently offered unregulated program services            
and ancillary services may also be restricted by the new                      
regulations adopted as part of the February 22nd Regulations.  No             
such mitigating factors are reflected in the estimated reductions             
to revenues.  The stated reduction to revenues may be mitigated by            
the higher customer growth due to lower primary service rates.  The           
Company also cannot predict the effect, if any, of cable system               
rate regulation on license fee rates payable by cable systems to              
program services such as those owned by the Company.                          

Vertical Integration.  Certain pricing and other restrictions are       
--------------------                                                    
imposed on vertically integrated cable programmers (such as the               
Company) with respect to their dealings with multichannel distributors        
of programming, such as cable systems, SMATV systems, MMDS operators          
and TVRO and DBS distributors (as defined in "BUSINESS--Competition--         
Viacom Cable Television").  The FCC's implementing regulations                
governing access by multichannel distributors to the programming of           
vertically integrated cable programmers limit the extent to which a           
vertically integrated cable programmer can differentiate in pricing or        
other terms and conditions of carriage between and among multichannel         
distributors.  Because the application of these new regulations is            
subject to numerous uncertainties, the Company is currently unable to         
determine their impact, if any, on the Company.  The FCC's                    
implementing regulations also limit the number of channels on a cable         
system which may be used to carry the programming of such system's            
affiliated (vertically integrated) cable programmers.  These                  
regulations provide generally that no more than 40% of such a system's        
channels can be used to carry the programming of the system's                 

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affiliated cable programmers.  These channel occupancy limits apply           
only up to 75 channels of a given system.  The FCC also considered            
whether limits should be placed on a multichannel distributor's right         
to participate in the production or creation of programming, and              
concluded that no such limits are appropriate at this time.  The FCC's        
implementing regulations governing access by multichannel distributors        
to the programming of vertically integrated cable programmers and             
regarding channel occupancy limits are subject to pending petitions           
for reconsideration at the FCC.                                               

Must Carry/Retransmission Consent.  Commercial television stations      
---------------------------------                                       
which are "local" to communities served by a cable system can elect to        
require either (a) carriage (and with certain restrictions, channel           
position) on the cable system ("Must Carry"), or (b) payment (monetary        
or in-kind) in consideration for their consent to the retransmission          
of their signal by the cable system ("Retransmission Consent").  In           
addition, a cable system may not carry any commercial non-satellite-          
delivered television station which is "distant" to communities served         
by such system or any radio station without obtaining the consent of          
such station for such retransmission; however, such television and            
radio stations do not have Must Carry rights.  Such stations may              
require payment in consideration for Retransmission Consent.  Viacom          
Cable has negotiated retransmission rights for a number of commercial         
stations which it carries.  Some of these agreements are on an interim        
basis and may be canceled by the stations.  Viacom Cable carries other        
stations pursuant to their exercise of their Must Carry rights.  Local        
non-commercial television stations have Must Carry rights, but may not        
elect Retransmission Consent.  The Must Carry rules were challenged by        
cable program services and cable system operators.  In April 1993, a          
District of Columbia three judge court upheld the rules against a             
facial First Amendment attack.  The U.S. Supreme Court accepted               
review; oral argument was heard in January 1994 and a decision is             
expected by July 1994.  (See "BUSINESS -- Regulation -- Viacom                
Broadcasting -- Must Carry/Retransmission Consent")                           

Limits on Number of Subscribers.  The FCC's implementing                
-------------------------------                                         
regulations generally impose a 30% horizontal ownership limit on the          
number of homes passed by cable that any one cable operator can serve         
nationwide through systems in which it has an attributable interest           
(the Company serves approximately 2% of "homes passed" nationwide).           
In view of a recent federal district court decision holding that this         
imposition of horizontal ownership limits is unconstitutional, the FCC        
has stayed the effectiveness of this 30% limit until final judicial           
resolution of the constitutional issue.                                       

Buy Through to Premium Services.  Pursuant to the 1992 Cable          
-------------------------------                                       
Act, a cable system may not require subscribers to purchase any               
tier of service other than the basic service tier in order to                 
obtain services offered by the cable operator on a per channel                
(e.g., premium services) or pay-per-view basis.  A cable system               
----                                                                        
which is not now fully addressable and which cannot utilize other             
means to facilitate access to all of its programming will have up             
to 10 years to fully comply with this provision through the                   
implementation of fully addressable technology.  The Company's                
cable systems have already begun to implement compliance.                     

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Among other things, the 1992 Cable Act and the FCC's implementing       
regulations also:  (i) with certain exceptions, require a three-year            
holding period before the resale of cable systems; (ii) provide that            
franchising authorities cannot unreasonably refuse to grant competing           
franchises (all of the Company's current franchises are non-exclusive);         
(iii) require that the FCC study the cost and benefits of issuing               
regulations with respect to compatibility between cable system                  
equipment and consumer electronics such as VCRs and issue such                  
regulations as may be appropriate; and (iv) facilitate the manner in            
which third parties can lease channel capacity from cable systems and           
provide that the maximum rates which a cable system can charge for              
leased channel capacity may be set by the FCC.  Pursuant to the 1992            
Cable Act, the FCC adopted minimum customer service standards and also          
determined the circumstances under which local franchising authorities          
may impose higher standards.                                                    

Lawsuits have been filed challenging the constitutionality of           
various provisions of the 1992 Cable Act including the provisions               
relating to rate regulation, Must Carry, Retransmission Consent, the            
pricing and other restrictions imposed on vertically integrated cable           
programmers with respect to their dealings with multichannel                    
programming distributors, and the mandated availability of cable                
channels for leased access and PEG programming.                                 

COMPETITION WITH TELEPHONE COMPANIES.  In a recent decision by the      
U.S. District Court for the Eastern District of Virginia, the Court             
declared the restrictions contained in the Communications Act on                
the provision of video programming by a telephone company in its local          
service area to be unconstitutional and has enjoined enforcement of             
those restrictions.  The Court has held that this decision does not             
apply to geographic areas outside of its jurisdiction.  An appeal of            
the Court's holding of the unconstitutionality of such restrictions has         
been filed.  Several similar suits have recently been filed in                  
different jurisdictions by regional Bell Operating Companies (including         
NYNEX) ("BOCs") challenging the very same restrictions.  In an                  
interpretation of the current restrictions contained in the                     
Communications Act, the FCC in 1992 established its "Video Dial Tone"           
policy.  The Video Dial Tone policy is being challenged in court by             
cable interests as violating the Communications Act.  It is also being          
challenged by telephone interests as not being liberal enough.  The             
policy permits in-service-area delivery of video programming by a               
telephone company (a "telco", as further defined below) and exempts             
telcos from the Communications Act's franchising requirements so long           
as their facilities are capable of two-way video and are used for               
transmission of video programming on a common carrier basis,                    
i.e. use of the facilities must be available to all programmers                 
----                                                                            
and program packagers on a non-discriminatory, first-come first-                
served basis.  Telcos are also permitted to provide to facilities               
users additional "enhanced" services such as video gateways, video              
processing services, customer premises equipment and billing and                
collection.  These can be provided on a non-common carrier basis.               
There are currently pending in Congress four principal bills (in the            
Senate, S. 1086, the Telecommunications Infrastructure Act of 1993, and         
S. 1822, the Communications Act of 1994 (which is expected to supersede         
S. 1086) and in the House, H.R. 3626, the Antitrust Reform Act 1993, and        
H.R. 3636, the National Communications Competition and Information              
Infrastructure Act of 1993) which would, among other things, permit a           

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BOC or a Regional Holding Company ("RHC"; a BOC or RHC, a "telco") to           
offer cable service under certain stated conditions including providing         
safeguards and transition rules designed to protect against anti-               
competitive activity by the telcos and cross-subsidization of a telco's         
cable business by the telco's charges to its telephone customers.               
These bills also generally eliminate state and local entry barriers             
which currently either prohibit or restrict an entity's (including a            
cable operator's) capacity to offer telecommunications services                 
(including telephone exchange service) in competition with telcos and           
to interconnect on a non-discriminatory basis with telcos and utilize           
certain telco facilities in order to provide service in competition             
with a telco.  The Clinton Administration has indicated its intention           
to propose reform of federal telecommunications legislation, although           
such proposal has not been finalized.  At present, state and/or local           
laws do not prohibit cable television companies from engaging in                
certain kinds of telephony business in most states.  Viacom Cable is a          
general partner in three partnerships providing commercial competitive          
access services which link business customers to long distance carriers         
via private networks owned by the cable television company partners and         
leased to the partnerships.  If the pending legislation does not become         
law, and the various appeals courts uphold the unconstitutionality of           
the Communications Act's restrictions on telco video programming, the           
telcos have stated their intent to immediately enter the video                  
programming business.                                                           

COMPULSORY COPYRIGHT.  Cable television systems are subject to the      
Copyright Act of 1976 which provides a compulsory license for carriage          
of distant broadcast signals at prescribed rates.  No license fee is            
charged by the copyright holder for retransmission of broadcast signals         
which are "local" to the communities served by the cable system.  The           
FCC has recommended to Congress that it eliminate the compulsory                
license for retransmission of both distant and local signals, requiring         
instead that approval be received from the copyright holders for                
retransmission.  If the compulsory license is repealed, Viacom Cable            
could incur additional costs for its carriage of programming of certain         
broadcast stations and if some broadcast stations are not carried,              
customer satisfaction with cable service may be adversely affected              
until satisfactory replacement programming is obtained.                         

Pending legislation in the 103rd Congress includes a bill (H.R.759)     
to affirm the application of the compulsory license to MMDS and other           
alternative video transmission technologies; a bill (H.R.1103) to               
eliminate the sunset provision of the Satellite Home Viewer Act and             
continue the application of the compulsory license to satellite                 
carriers that transmit to home dish owners; and a bill (H.R.12) to              
provide for payment by television broadcasters to program producers             
where a broadcaster exercises its Retransmission Consent rights                 
enacted in the 1992 Cable Act and thereby obtains payment from a cable          
operator for retransmission of the broadcaster's signal.                        

State and Local Regulation.                                                     

State and local regulation of cable is exercised primarily through      
the franchising process under which a company enters into a franchise           
agreement with the appropriate franchising authority and agrees to              
abide by applicable ordinances.  The 1992 Cable Act permits the FCC to          

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broaden the regulatory powers of the franchising authorities,                   
particularly in the areas of rate regulation and customer service               
standards.  (See "BUSINESS --- Regulation -- Viacom Cable -- Federal            
Regulation")                                                                    

Under the 1984 Act, franchising authorities may control only cable-     
related equipment and facilities requirements and may not require the           
carriage of specific program services.  However, if the Must Carry              
provisions of the 1992 Cable Act are upheld by the Supreme Court,               
federal law (as implemented by FCC regulations) will mandate the                
carriage of both commercial and non-commercial television broadcast             
stations "local" to the area in which a cable system is located.  (See          
"BUSINESS -- Regulation -- Viacom Cable -- Federal Regulation")                 

The 1984 Act, as amended, guarantees cable operators due process        
rights in franchise renewal proceedings and provides that franchises            
will be renewed unless the cable operator fails to meet one or more             
enumerated statutory criteria.  The Company's current franchises expire         
on various dates through 2017.  During the five-year period 1994                
through 1998, franchises having an aggregate of approximately 230,081           
customers (as of October 31, 1993) will expire unless renewed.  The             
Company expects its franchises to be renewed.                                   

VIACOM NETWORKS                                                                 

1992 CABLE ACT.  See "BUSINESS -- Regulation -- Viacom Cable --         
Federal Regulation -- 1992 Cable Act".                                          

MODIFICATION OF FINAL JUDGMENT.  The Modification of Final Judgment     
(the "MFJ") is the consent decree pursuant to which AT&T was                    
reorganized and was required to divest its local telephone service              
monopolies.  As a result, seven RHCs were formed (including NYNEX)              
comprised of operating companies within their regions (the BOCs).  In           
addition, that portion of the continental United States served by the           
BOCs was divided into geographical areas termed Local Access and                
Transport Areas ("LATAs").  The MFJ restricts the RHCs, the BOCs and            
their affiliates from engaging in inter-LATA telecommunications                 
services and from manufacturing telecommunications products.  As a              
result of NYNEX's investment in Viacom Inc., the Company could arguably         
be considered an affiliate of an RHC for MFJ purposes.  As a result,            
the Company transferred certain of Viacom Networks' and other                   
operations and properties to an affiliated entity which will be                 
consolidated into the Company for financial reporting purposes.                 
Neither the transfer nor the operations of the affiliate as an entity           
separate from the Company will have a material effect on the financial          
condition or the results of operations of the Company.  However, should         
the MFJ restrictions be modified or waived, the Company intends to              
retransfer the assets and operations and any future appreciation in the         
value of such assets after such retransfer will be for the benefit of           
the holders of Viacom Common Stock.                                             

VIACOM BROADCASTING                                                             

Television and radio broadcasting are subject to the jurisdiction       
of the FCC pursuant to the Communications Act.                                  

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THE COMMUNICATIONS ACT.  The Communications Act authorizes the FCC:     
to issue, renew, revoke or modify broadcast licenses; to regulate the           
radio frequency, operating power and location of stations; to approve           
the transmitting equipment used by stations; to adopt rules and                 
regulations necessary to carry out the provisions of the Communications         
Act; and to impose certain penalties for violations of the                      
Communications Act and the FCC's regulations governing the day-to-day           
operations of television and radio stations.                                    

BROADCAST LICENSES.  Broadcast station licenses (both television        
and radio) are ordinarily granted for the maximum allowable period of           
five years in the case of television and seven years in the case of             
radio, and are renewable for additional five-year or seven-year periods         
upon application and approval.  Such licenses may be revoked by the FCC         
for serious violations of its regulations.  Petitions to deny renewal           
of a license or competing applications may be filed for the frequency           
used by a renewal applicant.  If a petition to deny is filed, the FCC           
will determine whether renewal is in the public interest based upon             
presentations made by the licensee and the petitioner.  If a competing          
application is filed, a comparative hearing is held to determine which          
applicant should be granted the license.  In the absence of egregious           
and willful violations of FCC rules, license holders, as a practical            
matter, can generally expect renewal by the FCC.                                

The licenses for the Company's television stations expire as            
follows:  WVIT-TV on April 1, 1994; each of WNYT-TV and WHEC-TV on              
June 1, 1994; KSLA-TV on June 1, 1997; and KMOV-TV on February 1, 1998.         
The Company's licenses for its radio stations expire as follows:  WMZQ-         
AM-FM, WCPT-AM and WCXR-FM on October 1, 1995; WLTI-FM on October 1,            
1996; WLIT-FM on December 1, 1996; KSRI-FM and KSRY-FM on August 1,             
1997; KYSR-FM and KXEZ-FM on December 1, 1997; each of KBSG-AM-FM and           
KNDD-FM on February 1, 1998; and WLTW-FM on June 1, 1998.  The Company          
has applied for renewal of and expects that the licenses which expire           
in 1994 will be renewed.                                                        

The Communications Act prohibits the assignment of a license or the     
transfer of control of a license without prior approval of the FCC.             
The Communications Act also provides that no license may be held by a           
corporation if (1) any officer or director is an alien, or (2) more             
than 20% of the voting stock is owned of record or voted by aliens or           
is subject to control by aliens.  In addition, no corporation may hold          
the voting stock of another corporation owning broadcast licenses if            
any of the officers or directors of such parent corporation are aliens          
or more than 25% of the voting stock of such parent corporation is              
owned of record or voted by aliens or is subject to control by aliens,          
unless specific FCC authorization is obtained.                                  

MUST CARRY/RETRANSMISSION CONSENT.  The 1992 Cable Act contains         
provisions which grant certain Must Carry rights to commercial                  
broadcast television stations that are "local" to communities served by         
a cable system, including the right to elect either to require a cable          
operator to carry the station pursuant to the Must Carry provisions of          
the Act or to require that the cable operator secure the station's              
Retransmission Consent on a negotiated basis before the station can be          
carried (i.e., retransmitted) on the cable system.  Each of the                 
----                                                          
Company's television stations elected in 1993 to negotiate with their           

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local cable systems for the systems' right to retransmit the station's          
signal.  All such negotiations were successfully completed assuring             
continued carriage of each station on all of their local cable systems          
at least through December 1996.  The Must Carry Rules were challenged           
by cable program services and cable system operators.  In April 1993, a         
District of Columbia three judge court upheld the rules against a               
facial First Amendment attack.  The U.S. Supreme Court accepted review;         
oral argument was heard in January 1994 and a decision is expected by           
July 1994.  If the Must Carry Rules are determined to be                        
unconstitutional, the Company's television stations do not expect to be         
materially affected since they expect to continue to obtain carriage            
pursuant to Retransmission Consent negotiations.  If a station is not           
carried by a cable system in its area, that station could experience a          
decline in revenues.  The Company's television stations have                    
traditionally been carried prior to the institution of Retransmission           
Consent and in the absence of Must Carry.  (See "BUSINESS -- Regulation         
-- Viacom Cable Television -- Must Carry/Retransmission Consent and             
Compulsory Copyright")                                                          

RESTRICTIONS ON BROADCAST ADVERTISING.  In past Congressional           
sessions, committees of Congress examined proposals for legislation             
that would eliminate or severely restrict advertising of beer and wine          
either through direct restrictions on content or through elimination or         
reduction of the deductibility of expenses for such advertising under           
federal tax laws.  Such proposals generated substantial opposition, but         
it is possible that similar proposals will be reintroduced in Congress.         
The elimination of all beer and wine advertising would have an adverse          
effect on the revenues of the Company's television and radio stations.          

Congress may again take up Campaign Finance Reform legislation          
similar to that which was passed by the 102nd Congress but vetoed by            
President Bush.  Such legislation could reduce revenues of the                  
Company's television and radio stations derived from political                  
advertising by candidates for certain public offices.                           

On April 9, 1991, the FCC adopted regulations to implement the          
Children's Television Act of 1990 (the "Children's Television Act")             
which limit the amount of advertising in children's programming,                
including a prohibition on children's programming which contains                
characters that are based on products advertised on such programs.  The         
FCC will take into account the efforts made by broadcasters to meet the         
educational and informational needs of children as part of assessing            
the broadcaster's record of performance in the public interest before           
granting renewal of broadcast licenses.  The impact, if any, of these           
regulations on the Company's television stations is not material.  The          
FCC has instituted an inquiry into the manner in which TV stations have         
been complying with the Children's Television Act.  Additionally, the           
FCC is considering whether to impose limits on the amount of                    
advertising time which a television station can sell during any                 
broadcast hour or part thereof.                                                 

OWNERSHIP LIMITATIONS.  The FCC has placed limits on the number of      
radio and television stations in which one entity can own an                    
"attributable interest".  The Company currently owns radio stations             
below those ownership limits and, with the transfer of control of               
licenses held by Paramount, owns the maximum permitted number of                

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television stations.  The FCC has adopted a number of rules designed to         
prevent monopoly or undue concentration of control of the media of mass         
communications.  In 1992 the FCC amended its regulations to permit a            
single entity to have an "attributable" ownership or management                 
interest in up to 18 AM and 18 FM stations nationwide (20 AM and 20 FM          
beginning in 1994), including multiple AM and/or FM stations licensed           
to serve the same market.  Minority-controlled broadcasters can own an          
additional three AM and three FM stations.  The limit on the number of          
such multiple stations in a particular market which a single entity may         
own or control depends upon the total number of AM and/or FM stations           
in that market, provided that, at the time of purchase, the combined            
audience share of such multiple stations does not exceed 25%.  With             
respect to television, the FCC's rules limit the maximum number of              
stations nationwide in which one entity can have an "attributable"              
ownership or management interest, to that number which serves up to 25%         
of U.S. television households, provided, however, that (except in               
limited circumstances) the total number of stations will not exceed 12.         
Unlike certain of the new radio rules, there is now no allowance for            
ownership of multiple television stations licensed to serve the same            
market, although the FCC is examining the issue.  The FCC also permits          
radio stations to broker the programming and sales inventories of their         
stations to other radio stations within the same area, subject to               
various restrictions, so long as ultimate operational control and               
ownership is retained and exercised by the licensee.  Such brokerage            
agreements function, as a practical matter, to effect a consolidation           
of competitive radio broadcast stations within a market in much the             
same manner as multiple ownership of radio facilities by one entity.            
Similar brokerage agreements among television stations are being                
implemented in a smaller number of markets than in radio and are not            
now subject to any explicit FCC regulations.                                    

The FCC's ownership limitations also prohibit a single entity from      
owning multiple "same service" (e.g., TV, AM or FM) stations licensed           
----            
to serve different markets if the broadcast signals of such stations            
overlap, to a specified measurable degree.  The maximum number of               
commonly owned stations serving neighboring markets whose signals can           
overlap is the same as that maximum number of commonly owned stations           
which an entity can own or control in a single market.  Additional              
ownership prohibitions preclude common ownership in the same market of          
(i) television stations and cable systems; (ii) television or radio             
stations and newspapers of general circulation; and (iii) radio and             
television stations.  Radio-television cross-ownership prohibitions are         
subject to waiver by the FCC on a case-by-case basis.  The Company              
operates two AM and two FM stations as well as a television station             
serving Washington, D.C.  Ownership of the television station (WDCA)            
was obtained when Viacom Inc. acquired majority ownership of Paramount          
on March 11, 1994.  Pursuant to the FCC's order consenting to the               
transfer of control of the broadcast licenses of Paramount to the               
Company, the Company has undertaken to dispose of one AM and one FM             
radio station serving Washington, D.C. no later than September 11,              
1995.  The FCC's previous prohibition on a national television                  
network's (ABC, CBS, and NBC) owning or operating cable systems has             
been repealed but with certain limits as to the number of homes which           
network-owned cable systems can pass on a national and local basis.             

TERRITORIAL EXCLUSIVITY.  The FCC is considering changes to its         

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non-network program territorial exclusivity rules which provide that a          
broadcaster, with certain limited exceptions, cannot obtain exclusivity         
to syndicated programming as against other broadcast stations beyond a          
35-mile radius from its city of license.  The proposed rule would               
permit expansion of the 35-mile exclusivity area thereby increasing the         
protection given the programming contracted for by a broadcaster.  The          
Company cannot predict the effect, if any, that any change of this rule         
may have on its broadcast operations.                                           

HDTV.  The FCC is considering technical standards to be adopted for     
the transmission of high definition television ("HDTV"), an advanced            
television system which enhances picture and sound quality, as well as          
the methods and timetable for implementation of an HDTV transmission            
standard by broadcasters.  A standard has been recommended to the FCC           
by an advisory committee.  The standard which is ultimately adopted for         
HDTV transmissions and the manner in which that transmission standard           
will be implemented and the development of technologies such as                 
"digital compression" will have an economic and competitive impact on           
broadcasting and cable operations.  The Company cannot predict the              
effect of implementation of these technologies on its operations.  The          
FCC has stated its intention not to disadvantage broadcasters and it is         
expected that any HDTV standard which is ultimately adopted will be             
fashioned so as to accommodate the needs of broadcasters vis-a-vis              
competitive video delivery technologies.  The FCC has already                   
determined that TV stations will be given up to six years to implement          
HDTV once a standard has been selected and that stations which do not           
convert to the HDTV standard will lose their licenses to broadcast at           
the end of a proposed 15-year period from adoption of the standard.             
The cost of converting to HDTV will not have a material effect on the           
Company.                                                                        

COMPETITION                                                                     

VIACOM NETWORKS                                                                 

MTVN COMPETITION.  MTVN services are in competition for available       
channel space on existing cable systems and for fees from cable                 
operators and alternative media distributors, with other cable program          
services, and nationally distributed and local independent television           
stations.  MTVN also competes for advertising revenue with other cable          
and broadcast television programmers, and radio and print media.  For           
basic cable television programmers, such as MTVN, advertising revenues          
derived by each programming service depend on the number of households          
subscribing to the service through local cable operators and other              
distributors.  A number of record companies have announced plans to             
launch music-based program services in the U.S. and internationally.            
For example, Tele-Communications, Inc. and Bertelsmann AG announced             
plans for a music video/home shopping channel and Sony Corp.'s Sony             
Music and Time Warner Inc.'s Time Warner Music Group are discussing the         
formation of a worldwide music video program service with such other            
major record companies as EMI Music, a unit of Thorn EMI PLC, and               
PolyGram.                                                                       

As of December 31, 1993, there were 32 principal cable program          

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services and superstations under contract with A.C. Nielsen Company,            
including MTV, VH-1, NICKELODEON (including NICKELODEON and NICK AT             
NITE program segments), each with over 10,000,000 subscribers.  The             
Nielsen Report ranked NICKELODEON/NICK AT NITE seventh, MTV eleventh,           
and VH-1 sixteenth, in terms of subscriber households.                          

MTV EUROPE is engaged in a number of related litigations in Europe      
contesting the legality of certain joint licensing activities by the            
major worldwide record companies.  In 1992, MTV EUROPE initiated a              
proceeding before the European Commission, seeking the dissolution,             
under Articles 85 and 86 of the Treaty of Rome, of the record                   
companies' joint licensing organizations -- Video Performance Limited           
(VPL) and International Federation of Phonogram and Videogram Producers         
(IFPI) -- through which the record companies exclusively license rights         
to exhibit music video clips on television in Europe and elsewhere.             
The EC issued a preliminary letter in 1993 stating its non-binding              
opinion that the arrangements constituted an unlawful restriction of            
trade under Article 85, and reserved its right to address abuse of              
monopoly power under Article 86.  MTVN has been informed that the EC            
has issued a Statement of Objections, which commences formal legal              
proceedings against VPL and IFPI, and their major record company                
members.  MTV EUROPE has been licensed to continue to exhibit music             
video clips during the EC proceeding under an EC-assisted interim               
agreement with VPL and IFPI, which expires in July 1994.                        

In December 1993, MTV EUROPE commenced a separate proceeding before     
the European Commission, challenging the operation of VIVA, a German            
language music service owned by four of the five major record                   
companies, as another example of illegal cartel activity.                       

In a separate U.K. high court action, MTV EUROPE is seeking             
reimbursement of license fees paid to VPL and IFPI, on the grounds that         
these fees were unlawfully extracted by the record companies' cartel            
organizations.                                                                  

SNI COMPETITION.  The principal means of competition in the             
provision of premium subscription television program services are:  (1)         
the acquisition and packaging of an adequate number of quality recently         
released motion pictures; and (2) the offering of prices, marketing and         
advertising support and other incentives to cable operators and other           
distributors so as to favorably position and package SNI's premium              
subscription television program services to subscribers. HBO is the             
dominant company in the premium subscription television category,               
offering two premium subscription television program services, the HBO          
service and Cinemax.  SNI is second to HBO with a significantly smaller         
share of the premium subscription television category.  In addition, in         
February 1994, Encore Media Corp. (an affiliate of Liberty Media                
Corporation and Tele-Communications, Inc.) launched Starz!, a premium           
subscription television program service that will exhibit recently              
released motion pictures.  The Company believes that Starz! will                
directly compete with SNI's premium program services.                           

On November 9, 1993, the Company filed an amended complaint in its      
antitrust suit against Tele-Communications, Inc., Liberty Media                 
Corporation, Satellite Services, Inc., Encore Media Corp., Netlink USA,         
Comcast Corporation and QVC Network, Inc., which action is pending in           

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the Southern District of New York. (See "Item 3 - Legal Proceedings")           

VIACOM ENTERTAINMENT                                                            

Distribution and production of programming for television is a          
highly competitive business.  The Company competes directly with other          
distributors and producers including major motion picture studios and           
other companies which produce and/or distribute programs and films.             
The main competitive factors in the television program distribution             
business are the availability and quality of product, promotion and             
marketing, and access to licensees of product.  Major studios and               
distributors with a history of successful programming are better                
positioned to acquire and/or produce and distribute quality product.            
These studios and distributors also have greater available resources            
for promotion and marketing.  Brand name identification is an advantage         
to a distributor in promoting and marketing programs for domestic and           
first run exhibition.  The decline in the demand by licensees for               
recent off-network series and series produced for first run exhibition          
(due to renewal of existing series by stations during the past year)            
and feature films (due primarily to the recent expansion of the Fox             
network to supply programming to its affiliated stations  seven nights          
a week) has been partly offset by a resurgence in demand by stations            
for first run hours and an increasing number of programming outlets,            
particularly cable networks.  Distributors are advantageously                   
positioned to obtain clearances from stations they also own.  This              
advantage increases with an increase in the number of stations so               
owned, the size of the markets served by those stations and the                 
viewership of those stations.  Since the successful launch of a program         
for first run exhibition generally requires securing licenses in New            
York, Los Angeles and Chicago, distributors owning stations serving             
these markets are at the greatest advantage among distributors owning           
stations.                                                                       

Distribution of programming for television in international           
markets is also a highly competitive business.  The Company competes in         
such markets with both U.S. and non-U.S. producers and distributors.            
Deregulation by certain foreign countries has given rise to new                 
broadcast stations and cable services which, along with technological           
advances such as DBS, are continuing to increase the number of                  
potential international customers.  However, as a result of a political         
directive adopted by the European Community in 1989, which became               
effective in October 1991, most European Community countries have               
adopted broadcast quota regulations based on the guidelines of the              
directive.  Such broadcast quota regulations may adversely affect the           
amount of U.S. produced programming to be purchased by foreign                  
customers. (See "BUSINESS -- Regulation -- Viacom Entertainment --              
European Community Directive")                                                  

Program production for network television, which is a source of         
product for the Company's distribution operations, and program                  
production for first run exhibition on cable and other media are highly         
competitive businesses.  The Company competes with the major studios            
and other production companies.  A company with a program airing on a           
network, which program the network deems commercially successful, is at         
an advantage in getting that network and, to a lesser extent, other             

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networks, to license additional programs.  (See "BUSINESS -- Viacom             
Entertainment -- Viacom Productions")                                           

Subsequent to December 31, 1993, Viacom Inc. acquired Paramount, which  
is a significantly larger distributor and producer of television                
programming.  It is anticipated that this acquisition and the                   
combination of the Company's television distribution and production             
businesses with those of Paramount will significantly enhance the Company's     
competitive position in these businesses.                                       

VIACOM NEW MEDIA                                                                

The emerging market for interactive multimedia software is highly       
competitive and rapidly evolving.   Major competitors include hardware          
manufacturers who also manufacture and publish cartridge video games,           
software publishers, and interactive software publishing divisions that         
have been established by diversified entertainment companies similar to         
the Company.                                                                    

VIACOM CABLE TELEVISION                                                         

The Company's cable systems operate pursuant to non-exclusive           
franchises granted by local governing authorities (either municipal or          
county) and primarily compete with over-the-air broadcast television.           
Cable systems also compete with other distribution systems which                
deliver programming by microwave transmission ("MDS" and "MMDS") and            
satellite transmission to master antennas ("SMATV") or directly to              
subscribers via either "TVRO" or "DBS" technology.  A new type of               
distribution system called Multichannel Local Distribution Service              
("MLDS"), which is similar to but more advanced than MMDS due to                
greater channel capacity, could also become competitive with cable.  In         
1991, the FCC concluded a proceeding aimed at eliminating a number of           
technological and regulatory limitations applicable to, and thereby             
supporting the potential growth of, MMDS and SMATV as competitive video         
delivery technologies.  Certain DBS distribution systems are expected           
to commence their services in the near future, including United States          
Satellite Broadcasting, Inc., with which the Company has distribution           
agreements for each of the Company's wholly owned basic cable and               
premium networks, and Hughes DirecTV  The development of these other            
distribution systems could in the future result in substantial                  
competition for the Company's cable systems, depending upon the                 
marketing plans and programming provided.  However, a developing                
technology called "digital compression" may allow cable systems to              
significantly increase the number of channels of programming they               
deliver and thereby help cable systems meet competition from these              
other distribution systems.                                                     

The acquisition of new franchises has slowed as an increasingly         
limited number of franchises and systems are left to be developed.  The         
resulting reduced rate of construction may affect the cable industry's          
ability to sustain its historical subscriber growth rate.  However,             
cable operators have increasingly sought to expand their subscriber             
bases through the acquisition of contiguous systems, which provide              
increased operating efficiencies.  The Company's plan to expand in the          
cable business includes supplying additional services to its customers,         

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increasing primary and premium subscriber penetrations, developing              
existing franchise areas and, to a lesser degree, reviewing possible            
acquisitions of existing systems, principally contiguous systems,               
directly or through participation with others in partnerships or joint          
ventures.                                                                       

Since the Company's cable television systems are franchised on a        
non-exclusive basis, other cable operators have been franchised and may         
continue to apply for franchises in certain areas served by the                 
Company's cable systems.  In addition, the 1992 Cable Act prohibits a           
franchiser from granting exclusive franchises and from unreasonably             
refusing to reward additional competitive franchises.  In 1986, the U.S.        
Supreme Court held that cable system operations implicate First Amendment       
rights and that local franchising authorities may violate those rights          
by establishing franchise requirements, unless there is a legitimate            
government purpose.  Since this decision, various federal district              
and appellate courts have issued contradictory opinions with respect            
to the enforceability of specific franchise requirements.  Depending on         
the resolution of these cases, competitive entry by other operators into        
Viacom Cable's franchise areas and Viacom Cable's entry into other              
franchise areas could be more easily achieved.                                  

The entry of telephone companies into the cable television business     
may adversely affect Viacom Cable.  The FCC's Video Dial Tone                   
regulations (See "BUSINESS -- Regulation -- Viacom Cable Television --          
Competition with Telephone Companies") are an indication of the FCC's           
willingness to narrow the cross-ownership prohibitions contained in the         
Communications Act to the extent that it can do so consistent with its          
interpretation of the Act.                                                      

VIACOM BROADCASTING                                                             

The principal methods of competition in the television and radio        
broadcasting field are the development of audience interest through             
programming and promotions.  Television and radio stations also compete         
for advertising revenues with other stations in their respective                
coverage areas and with all other advertising media.  They also compete         
with various other forms of leisure time activities, such as cable              
television systems and audio players and video recorders.  These                
competing services, which may provide improved signal reception and             
offer an increased home entertainment selection, have been in a period          
of rapid development and expansion.  Technological advances and                 
regulatory policies will have an impact, upon the future competitive            
broadcasting environment.  In particular, recent FCC liberalization of          
its radio station ownership limits will allow for increased group               
ownership of stations.  However, the Company is unable to predict what          
impact these rule changes will have on its businesses in their markets.         
(See "BUSINESS -- Regulation -- Viacom Broadcasting -- Ownership                
Limitations")                                                                   

DBS satellite distribution of programs is expected to commence in       
1994.  Additionally, the FCC has issued rules which may significantly           
increase the number of multipoint distribution service stations (i.e.,          
                                                      ----
video services distributed on microwave frequencies which can only be           
received by special microwave antennas).  The FCC has also authorized           

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video uses of certain frequencies which have not traditionally been             
used or permitted for commercial video services and has issued rules            
which will increase the number of FM and AM stations.  The FCC is also          
considering authorizing digital audio broadcasts ("DAB"), which could           
ultimately permit increased radio competition by satellite delivery             
of audio stations directly to the home (or to cars) and result in an            
increased spectrum being used for digital delivery of radio signals,            
and it has authorized and is in the process of licensing low power              
television stations ("LPTV stations") that may serve various                    
communities with coverage areas smaller than those served by full               
conventional television stations.  Because of their coverage                    
limitations, LPTV stations may be allocated to communities which cannot         
accommodate a full power television station because of technical                
requirements.                                                                   

ITEM 2. PROPERTIES.                                                             

The Company maintains its worldwide headquarters at 1515 Broadway,      
New York, New York, where it rents approximately 720,000 square feet            
for executive offices, including MTVN.  The Company also rents                  
approximately 24,000 square feet at the same location for WLTW-FM and           
Viacom Broadcasting headquarters.  The lease runs to 2010, with four            
renewal options for five years each.  The lease also grants the Company         
options for additional space at the then fair market value, including           
sufficient space for SNI and Paramount headquarters staff, and a right          
of first negotiation for other available space in the building.                 

The Company also leases approximately 106,000 square feet at 1775       
Broadway, New York, New York.  The lease expires in 1998.  In 1992, the         
Company sublet approximately 53,000 square feet of such space to COMEDY         
CENTRAL.                                                                        

The Company also operates a data processing facility in Rutherford,     
New Jersey and owns a 30,000 square foot building at 140 West 43rd              
Street, New York, New York, which supports office and conferencing              
requirements.                                                                   

Viacom MGS Services leases approximately 25,000 square feet at 619      
West 54th Street, New York, New York.                                           

During 1993, the Company leased premises in California, Ohio,           
Oregon, Tennessee and Washington, the locations of Viacom Cable's               
operations.  Viacom Cable's operations require a large investment in            
physical assets consisting primarily of receiving apparatus, trunk              
lines, feeder cable and drop lines connecting the distribution network          
to the premises of the customers, electronic amplification and                  
distribution equipment, converters located in customers' homes and              
other components. Significant expenditures are also required for                
replacement of and additions to such system assets as a result of               
technological advances, ordinary wear and tear and regulatory                   
standards.  Approximately 47% of the Company's cable television                 
systems' fixed assets have been installed within the past five years            
and, except for ordinary wear and tear, the Company believes that this          
equipment is in good condition.                                                 

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In addition to its leased space at 1515 Broadway, Viacom                
Broadcasting owns office and studio space in Hartford, Connecticut,             
occupied by television station WVIT-TV; in Menands, New York, occupied          
by television station WNYT-TV; in Shreveport, Louisiana, occupied by            
television station KSLA-TV; and in Rochester, New York, occupied by             
television station WHEC-TV.  Television station KMOV-TV, St. Louis,             
Missouri, leases office and studio space for a term expiring                    
December 31, 2002.                                                              

WLIT-FM, Chicago, Illinois, leases office and studio space for a        
term expiring in April 2002.  WLTI-FM, Detroit, Michigan, leases office         
and studio space for a term expiring in August 2002.  WMZQ-FM,                  
Washington, D.C., leases office and studio space for a term expiring in         
December 1998.  WMZQ-AM, Arlington, Virginia, leases office and studio          
space for a term expiring in August 2014.  WCPT-AM and WCXR-FM lease            
office and studio space in Alexandria, Virginia for a term expiring in          
November 2001.  KBSG-AM/FM, Tacoma/Seattle, Washington, lease office            
and studio space for a term expiring in August 1999.  KYSR-FM, and              
KXEZ-FM, Los Angeles, California, lease office and studio space for a           
term expiring in October 1999.  KSRY-FM, San Francisco, California,             
leases office and studio space for a term expiring in March 1997.               
KSRI-FM, Santa Cruz, California, leases office and studio space for a           
term expiring in July 1995.  KNDD-FM, Seattle, Washington, leases               
office and studio space for a term expiring in February 2001.                   

Viacom Broadcasting owns the broadcasting antenna equipment of its      
radio and television stations and the main transmission and antenna             
sites used by its five television stations and radio stations WMZQ-FM,          
WCPT-AM, KYSR-FM and KNDD-FM.  The other radio stations, WLTW-FM, WLIT-         
FM, WLTI-FM, WCXR-FM, WMZQ-AM, KBSG-AM, KBSG-FM, KSRY-FM, KSRI-FM and           
KXEZ-FM lease their transmission and antenna sites.  The leases expire          
in August 2005, September 2002, December 1995, February 2000, August            
2014, February 2000, December 1997, February 2000, May 1999, and                
November 2000, respectively.                                                    

MTVN, by agreement with MCA, leases approximately 75,000 square         
feet of studio and office space for NICKELODEON STUDIOS FLORIDA, which          
agreement expires (with extensions at MCA's option) in 2003.  MTVN              
leases approximately 58,600 square feet of other office facilities and          
studios (i.e., excluding 1515 Broadway, 1775 Broadway, NICKELODEON              
----                                                              
STUDIOS, Orlando and Universal City, Los Angeles).                              

MTVN also owns the Network Operations Center in Smithtown, New York     
at which it assembles and uplinks its programming signals.  The center          
consists of a 15,000 square foot building housing television and                
satellite transmission equipment.                                               

In March 1993, a subsidiary of the Company entered into an              
agreement to purchase approximately 50,000 square feet of office and            
studio space in London, England.  The Company leases the space to MTV           
EUROPE.                                                                         

SNI's executive offices are located at 1633 Broadway, New York, New     
York, where it rents approximately 106,000 square feet.  SNI leases             
approximately 58,000 square feet of other office facilities (i.e.,              
                                          ----
excluding 1633 Broadway, 1775 Broadway and Universal City, Los                  

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Angeles).                                                                       

For a description of the transponders employed by MTVN and SNI, see     
"BUSINESS -- Viacom Networks -- Additional Information about MTVN and           
SNI."                                                                           

Other than Brazil, where the office facility is owned, most of the      
domestic and international television program and feature film sales            
offices are held under leases aggregating approximately 9,000 square            
feet.  Also, the Company maintains approximately 83,000 square feet of          
consolidated offices in Universal City, Los Angeles for Viacom                  
Entertainment, MTVN and SNI.                                                    

The Company also maintains a tape storage and operations service        
center of approximately 22,500 square feet for Viacom Networks and              
Viacom Enterprises in New York, New York.                                       

The Company believes that all of its facilities are adequate for        
the activities conducted at such facilities.  However, the Company              
anticipates that it will lease or purchase additional office space both         
in the New York area as well as in other areas where the Company and            
its subsidiaries are presently located.                                         

Information with respect to Paramount in response to Item 2 is          
incorporated by reference herein from the Paramount Reports.                    
Information in the Paramount Reports is given as of the date of each            
such report and is not updated herein.                                          

ITEM 3. LEGAL PROCEEDINGS.                                                      

Stockholder Litigation.                                                 

Seven putative class action complaints were filed by alleged            
Blockbuster stockholders in the Delaware Court of Chancery against              
Blockbuster, the members of its Board of Directors, Viacom Inc. and             
Sumner M. Redstone.  By Order dated January 31, 1994, the seven actions         
were consolidated under the caption In re Blockbuster Entertainment             
Corp. Shareholders' Litigation, Consolidated Civil Action No. 13319.            
On February 18, 1994, plaintiffs filed the Consolidated and Amended             
Class Action Complaint (the "Complaint").  The Complaint generally              
alleges that Blockbuster's directors have violated their fiduciary              
duties of loyalty and fair dealing by allegedly failing to ensure the           
maximization of stockholder value in the sale of control of                     
Blockbuster, including the alleged failure to authorize and direct that         
a process designed to secure the best value available for Blockbuster           
stockholders be undertaken, and by implementing measures such as the            
Subscription Agreement which allegedly were designed solely to thwart           
or impede other competing transactions.  Among other things, the                
plaintiffs seek to (i) preliminarily and permanently enjoin the                 
purchase by Blockbuster of shares of Viacom Class B Common Stock                
pursuant to the Subscription Agreement (see next paragraph); (ii)               
preliminarily and permanently enjoin the Blockbuster Merger or any              
anti-takeover devices designed to facilitate the Blockbuster Merger;            
(iii) require the Blockbuster directors to maximize stockholder value           
by exploring third party interest; and/or (iv) recover damages from the         

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Blockbuster directors for their alleged breaches of fiduciary duty.             
The defendants believe that plaintiffs' allegations are without merit           
and intend to defend themselves vigorously.                                     

On February 28, 1994, plaintiffs filed motions in the Delaware          
Chancery Court seeking expedited discovery, a temporary restraining             
order enjoining consummation of the Subscription Agreement and the              
scheduling of a preliminary injunction hearing.  On March 1, 1994, Vice         
Chancellor Carolyn Berger issued an order denying plaintiffs' motions.          
Following issuance of the above-described order, plaintiffs filed a             
Motion for Clarification or, in the alternative, for Certification on           
Interlocutory Appeal, requesting that the Chancery Court clarify                
whether its order also refers to a hearing for a preliminary                    
injunction.  Plaintiffs requested that, if the order is limited to a            
hearing for a temporary restraining order, the Chancery Court schedule          
a hearing on plaintiffs' motion for a preliminary injunction.  On March         
2, 1994, plaintiffs informed the Chancery Court that they had decided           
not to seek an interlocutory appeal and indicated their understanding           
that the order precluded preliminary injunctive relief as to the                
Subscription Agreement.                                                         

On March 7, 1994, the plaintiffs filed a motion for a preliminary       
injunction, seeking an order preliminarily enjoining the defendants             
from (i) taking any steps to effectuate or enforce the Blockbuster              
Merger Agreement, the Subscription Agreement and the Stockholders Stock         
Option Agreement; (ii) making any payment to Viacom of its fees and             
expenses pursuant to Section 8.05(b) of the Blockbuster Merger                  
Agreement; and (iii) entering into any competing transaction with a             
party other than Viacom, which transaction includes a stock component           
unless adequate price protection for the stockholders of Blockbuster is         
provided.  Plaintiffs have also moved for an injunction requiring the           
Blockbuster defendants to investigate all bona fide offers to acquire           
Blockbuster and to provide such bona fide offerors access to                    
information concerning Blockbuster in order to facilitate such offers.          
No schedule has been set for a hearing on the motion.                           

On March 10, 1994, Defendant Sumner Redstone filed a motion to          
dismiss the Complaint as to him, on the grounds of lack of personal             
jurisdiction, insufficiency of process, and insufficiency of service of         
process.  Also, on March 10, 1994, defendant Viacom filed a motion to           
dismiss the Complaint as to itself, for failure to state a claim                
against Viacom upon which relief can be granted.  No schedule has been          
set for a hearing on these motions.                                             

Antitrust Matters                                                       

On September 23, 1993, the Company filed an action in the United        
States District Court for the Southern District of New York styled              
Viacom International Inc. v. Tele-Communications, Inc., et al., Case            
No. 93 Civ. 6658, against Tele-Communications, Inc. ("TCI"), Liberty            
Media Corporation, Satellite Services, Inc. ("SSI"), Encore Media               
Corp., Netlink USA, and QVC Network, Inc.  The complaint alleges                
violations of Sections 1 and 2 of the Sherman Act, Section 7 of the             
Clayton Act, Section 12 of the Cable Act, and New York's Donnelly Act,          
and tortious interference, against all defendants, and a breach of              
contract claim against defendants TCI and SSI only.  In addition to             

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other relief, the Company seeks injunctive relief against defendants'           
anticompetitive conduct and damages in an amount to be determined at            
trial, including trebled damages and attorneys' fees under the Sherman          
and Clayton Acts and damages resulting from QVC Network, Inc.'s                 
proposed acquisition of Paramount Communications Inc.                           

The 19 claims for relief in the complaint are based on allegations      
that defendants exert monopoly power in the U.S. cable industry through         
their control over approximately one in four of all cable households in         
the United States.  Among other things, the complaint alleges that              
defendants conspired and attempted to force SNI to enter into a merger          
with a TCI-controlled pay television service; defendants have attempted         
to eliminate The Movie Channel from at least 28 of TCI's systems and            
have plans to eliminate The Movie Channel from another 27 such systems;         
defendants have conspired with General Instrument Corporation ("GI") to         
entrench GI's monopoly power in the markets for digital compression and         
encryption systems and to use such monopoly power to weaken and                 
eliminate the defendants' competitors; and TCI's construction of a              
central authorization center to illegally control the distribution of           
programming services through refusals to deal and denial of direct              
access.  On November 9, 1993, the Company amended its complaint in              
Viacom International Inc. v. Tele-Communications, Inc., et al., Case            
No. 93 Civ. 6658, to add Comcast Corporation as an additional defendant         
and to incorporate into the allegations additional anticompetitive              
activities by the defendants.  Each of the defendants has answered and          
has generally denied the material allegations of the Company's amended          
complaint.  Following the filing of its amended complaint, the Company          
has agreed to voluntarily dismiss certain of its breach of contract             
claims against TCI and SSI.                                                     

Viacom Cable, through a subsidiary of the Company, was one of the       
original partners ("Original Partners") of Primestar Partners L.P.              
("Primestar").  Primestar was launched in 1990 to deliver programming           
directly to dishes located at subscribers' homes from a mid-powered Ku-         
band satellite.  The Company has withdrawn from Primestar by, among             
other things, exercising in November 1991 the Company's contractual             
right not to continue funding its share of Primestar's capital                  
requirements.  The Department of Justice ("DOJ") has conducted an               
inquiry into the structure and business of Primestar to ensure that the         
Original Partners did not engage in any concerted action prohibited by          
law.  In addition, several state Attorneys General ("AGs") have                 
reviewed the structure and business plan of Primestar as well as                
certain business practices of the Original Partners which reflect               
business practices in the cable industry, generally.  The AGs' inquiry          
resulted in a final judgment entered into with the consent of the               
Original Partners in September of 1993.  The DOJ has concluded its              
inquiry by submitting a similar consent judgment for judicial approval.         
Both judgments address (i) access by multichannel distributors                  
competitive with cable to programming controlled by any of the Original         
Partners and (ii) the extent of programming which may be licensed               
exclusively by the cable operations of the Original Partners.  The              
provisions of the AGs' decree expire in 1997 and 1999.  If approved, as         
expected, the provisions of the DOJ decree will expire in 1999.  The            
terms of the judgments do not materially affect the Company.                    

Information with respect to Paramount in response to Item 3 is          

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incorporated by reference herein from the Paramount Reports.                    
Information in the Paramount Reports is given as of the date of each            
such report and is not updated herein.                                          

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                    

Not Applicable                                                          

EXECUTIVE OFFICERS OF VIACOM INC. AND THE COMPANY                               

Set forth below is certain information concerning the current           
executive officers of Viacom Inc. and the Company, which information is         
hereby included in Part I of this report.                                       

                      POSITIONS WITH VIACOM INC.
NAME             AGE                  AND THE COMPANY           
------------------------------------------------------------------------        
Sumner M. Redstone       70           Chairman of the Board of Viacom           
                  Inc. and the Company

Frank J. Biondi, Jr      49           President, Chief Executive Officer        
                             and Director of Viacom Inc. and
         the Company

Raymond A. Boyce         58           Senior Vice President, Corporate          
                              Relations of Viacom Inc. and the
     Company

Neil S. Braun            41           Senior Vice President of Viacom Inc.      
             and the Company

Vaughn A. Clarke         40           Vice President, Treasurer of Viacom       
                  Inc. and the Company

Philippe P. Dauman       40           Executive Vice President, General         
                                   Counsel, Chief Administrative Officer
                                  and Secretary and Director of Viacom
                  Inc. and the Company

Earl H. Doppelt          40           Senior Vice President, Deputy General     
                            Counsel of Viacom Inc. and the
     Company

Thomas E. Dooley         37           Executive Vice President, Finance,        
                                      Corporate Development and Communications
                            of Viacom Inc. and the Company

Michael D. Fricklas      34           Senior Vice President, Deputy             
                                General Counsel of Viacom Inc. and
         the Company

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John W. Goddard          52           Senior Vice President of Viacom           
                              Inc. and the Company; President,
                               Chief Executive Officer of Viacom
   Cable

Edward D. Horowitz       46           Senior Vice President, Technology of      
                          Viacom Inc. and the Company;
                               Chairman, Chief Executive Officer
                          of New Media and Interactive
        Television

Kevin C. Lavan           41           Vice President, Controller and Chief      
                               Accounting Officer of Viacom Inc.
             and the Company

Henry J. Leingang        44           Senior Vice President, Chief Information  
                            Officer of Viacom Inc. and the
     Company

William A. Roskin        51           Senior Vice President, Human Resources    
                               and Administration of Viacom Inc.
             and the Company

George S. Smith, Jr.     45           Senior Vice President, Chief              
                              Financial Officer of Viacom Inc.
             and the Company

Mark M. Weinstein        51           Senior Vice President, Government         
                            Affairs of Viacom Inc. and the
     Company

None of the executive officers of Viacom Inc. or the Company is         
related to any other executive officer or director by blood, marriage           
or adoption except that Brent D. Redstone, a Director of Viacom Inc.            
and the Company, is the son of Sumner M. Redstone.                              

Mr. Redstone has been Chairman of the Board and a Director of the       
Company since the Merger.  Mr. Redstone is also Chairman of the Board           
and a Director of Viacom Inc.  Mr. Redstone has served as President,            
Chief Executive Officer of NAI since July 1967, and continues to serve          
in such capacity; he has also served as the Chairman of the Board of            
NAI since 1986.  Mr. Redstone became a director of Paramount in March           
1994.  He served as the first Chairman of the Board of the National             
Association of Theater Owners, and is currently a member of the                 
Executive Committee of that organization.  During the Carter                    
Administration, Mr. Redstone was appointed a member of the Presidential         
Advisory Committee on the Arts for the John F. Kennedy Center for the           
Performing Arts and, in 1984, he was appointed a Director of the                
Kennedy Presidential Library Foundation.  Since 1982, Mr. Redstone has          
been a member of the faculty of Boston University Law School, where he          
has lectured in entertainment law.  In 1944, Mr. Redstone graduated             

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from Harvard University and, in 1947, received an L.L.B. from Harvard           
University School of Law.  Upon graduation, he served as Law Secretary          
with the United States Court of Appeals, and then as a Special                  
Assistant to the United States Attorney General.                                

Mr. Biondi has been President, Chief Executive Officer and a            
Director of Viacom Inc. and the Company since July 1987.  He became a           
director of Paramount in March 1994.  From November 1986 to July 1987,          
Mr. Biondi was Chairman, Chief Executive Officer of Coca-Cola                   
Television and, from 1985, Executive Vice President of the                      
Entertainment Business Sector of The Coca-Cola Company.  Mr. Biondi             
joined HBO in 1978 and held various positions there until his                   
appointment as President, Chief Executive Officer in 1983.  In 1984, he         
was elected to the additional position of Chairman and continued to             
serve in such capacities until October 1984.                                    

Mr. Boyce has been an executive officer of Viacom Inc. and the          
Company since January 1988 when he was elected Senior Vice President,           
Corporate Relations of the Company.  In April 1988, he was elected              
Senior Vice President, Corporate Relations of Viacom Inc.  Mr. Boyce            
served as Vice President, Public Relations of the Entertainment                 
Business Sector of The Coca-Cola Company from 1982 to 1987.  In 1979,           
Mr. Boyce joined Columbia Pictures Industries, Inc. and served first as         
Director, Corporate Communications and later as Vice President,                 
Corporate Communications until The Coca-Cola Company's acquisition of           
Columbia Pictures Industries, Inc. in 1982.                                     

Mr. Braun has been an executive officer of Viacom Inc. and the          
Company since November 1987 when he was elected Senior Vice President           
of each.  He served as Chairman, Chief Executive Officer of Viacom              
Entertainment from July 1992 to March 1994.  Prior to that, Mr. Braun           
served as Senior Vice President, Corporate Development and                      
Administration of Viacom Inc. and the Company from November 1987 to             
July 1992 and from October 1989 to July 1992, he also served as                 
Chairman of Viacom Pictures.  Mr. Braun served as President, Chief              
Operating Officer of Imagine Films Entertainment from May 1986 until he         
joined the Company.  From 1982 until 1986, Mr. Braun held various               
positions at HBO including Senior Vice President, Film Programming of           
HBO and Executive Vice President of HBO Video, Inc.                             

Mr. Clarke was elected Vice President, Treasurer of Viacom and the      
Company in April 1993.  Prior to that, he spent 12 years at Gannett             
Co., Inc., where he held various management positions, most recently as         
Assistant Treasurer.                                                            

Mr. Dauman has been a Director of Viacom Inc. and the Company since     
the Merger.  In March 1994, he was elected Executive Vice President,            
General Counsel, Chief Administrative Officer and Secretary of Viacom           
Inc. and the Company.  From February 1993 to March 1994, he served as           
Senior Vice President, General Counsel and Secretary of Viacom Inc. and         
the Company.  Prior to that, Mr. Dauman was a partner in the law firm           
of Shearman & Sterling in New York, which he joined in 1978.  Mr.               
Dauman became a Director of National Amusements, Inc. in 1992 and               
Paramount in March 1994.                                                        

Mr. Dooley has been an executive officer of the Company since           

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January 1987.  In March 1994, he was elected Executive Vice President,          
Finance, Corporate Development and Communications of Viacom Inc. and            
the Company.  From July 1992 to March 1994, Mr. Dooley served as Senior         
Vice President, Corporate Development of Viacom Inc. and the Company.           
From August 1993 to March 1994, he also served as President,                    
Interactive Television.  Prior to that, he served as Vice President,            
Treasurer of the Company and Viacom Inc. since 1987.  In December 1990,         
he was named Vice President, Finance of Viacom Inc. and the Company.            
Mr. Dooley joined the Company in 1980 in the corporate finance area and         
has held various positions in the corporate and divisional finance              
areas, the most recent of which was Director of Business Analysis from          
1985 to 1986.                                                                   

Mr. Doppelt was elected Senior Vice President, Deputy General           
Counsel of Viacom Inc. and the Company in March 1994.  Prior to that,           
he served as Senior Vice President of Paramount since 1992 and as               
Deputy General Counsel of Paramount since 1985.  He joined Paramount in         
1983 as Associate Litigation Counsel, and in 1985 was appointed                 
Assistant Vice President and Deputy General Counsel.  In 1986, he               
became a Vice President of Paramount.  From 1977 to 1983, Mr. Doppelt           
was an attorney in private practice at the law firm of Paul, Weiss,             
Rifkind, Wharton & Garrison.                                                    

Mr. Fricklas was elected Senior Vice President, Deputy General          
Counsel of Viacom Inc. and the Company in March 1994.  From June 1993           
to March 1994, he served as Vice President, Deputy General Counsel of           
Viacom Inc. and the Company.  He served as Vice President, General              
Counsel and Secretary of Minorco (U.S.A.) Inc. from 1990 to 1993.               
Prior to that, Mr. Fricklas was an attorney in private practice at the          
law firm of Shearman & Sterling.                                                

Mr. Goddard has been an executive officer of the Company since          
August 1980.  In November 1987, Mr. Goddard was elected Senior Vice             
President of Viacom Inc. and in September 1983, Mr. Goddard was elected         
Senior Vice President of the Company and President, Chief Executive             
Officer of Viacom Cable and continues to serve in those capacities.  In         
August 1980, Mr. Goddard was appointed President of Viacom Cable and,           
in September 1980, he was elected Vice President of the Company.  From          
September 1978 through July 1980, Mr. Goddard was Executive Vice                
President, Viacom Communications.  From June 1971 until September 1978,         
Mr. Goddard was President and General Manager of Tele-Vue Systems, a            
subsidiary of the Company.                                                      

Mr. Horowitz has been an executive officer of Viacom Inc. and the       
Company since April 1989.  In March 1994, he was elected Senior Vice            
President, Technology of Viacom Inc. and the Company and Chairman,              
Chief Executive Officer of New Media and Interactive Television.  Prior         
to that, he served as Senior Vice President of Viacom Inc. and the              
Company from April 1989 and as Chairman, Chief Executive Officer of             
Viacom Broadcasting from July 1992 to March 1994.  From 1974 to April           
1989, Mr. Horowitz held various positions with HBO, most recently as            
Senior Vice President, Technology and Operations.  Mr. Horowitz held            
several other management positions with HBO, including Senior Vice              
President, Network Operations and New Business Development and Vice             
President, Affiliate Sales.                                                     

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Mr. Lavan has been an executive officer of the Company since            
December 1987.  In May 1989, he was elected Vice President of Viacom            
Inc. and the Company.  In December 1990, he assumed the added                   
responsibilities of oversight of Company tax matters.  From 1991 to             
1992, he also served as Senior Vice President and Chief Financial               
Officer of Viacom Pictures.  Mr. Lavan joined Viacom in 1984 as                 
Assistant Controller and, in December 1987, was elected Controller,             
Chief Accounting Officer of Viacom Inc. and the Company and he                  
continues to serve in such capacities.                                          

Mr. Leingang was elected Senior Vice President, Chief Information       
Officer in May 1993.  Prior to that, he served as Vice President, Chief         
Information Officer upon joining Viacom in 1990.  Mr. Leingang was Vice         
President, Information Services of the Train Group (formerly Triangle           
Industries) from 1984 to 1990.  From 1982 to 1984, he served as                 
Corporate Director, MIS, and Manager, MIS Planning and Control for              
Interpace Corporation.  Prior to that he held positions with Touche             
Ross & Company, McGraw-Hill Book Company and General Electric Credit            
Corp.                                                                           

Mr. Roskin has been an executive officer of Viacom Inc. and the         
Company since April 1988 when he became Vice President, Human Resources         
and Administration of each.  In July 1992, Mr. Roskin was elected               
Senior Vice President, Human Resources and Administration of Viacom             
Inc. and the Company.  From May 1986 to April 1988, he was Senior Vice          
President, Human Resources at Coleco Industries, Inc.  From 1976 to             
1986, he held various executive positions at Warner Communications,             
Inc., serving most recently as Vice President, Industrial and Labor             
Relations.                                                                      

Mr. Smith has been an executive officer of the Company since May        
1985. In November 1987, he was elected Senior Vice President, Chief             
Financial Officer of Viacom Inc. and the Company and he continues to            
serve in such capacities.  In May 1985, Mr. Smith was elected Vice              
President, Controller of the Company and, in October 1987, he was               
elected Vice President, Chief Financial Officer of the Company.  From           
1983 until May 1985, he served as Vice President, Finance and                   
Administration of the Viacom Broadcasting Division and from 1981 until          
1983, he served as Controller of Viacom Radio.  Mr. Smith joined the            
Company in 1977 in the Corporate Treasurer's office and until 1981              
served in various financial planning capacities.                                

Mr. Weinstein has been an executive officer of the Company since        
January 1986.  In February 1993, he was elected Senior Vice President,          
Government Affairs of Viacom Inc. and the Company.  Prior to that, Mr.          
Weinstein served as Senior Vice President, General Counsel and                  
Secretary of the Company and of Viacom Inc. since the fall of 1987.  In         
January 1986, Mr. Weinstein was appointed Vice President, General               
Counsel of the Company.  From 1976 through 1985, he was Deputy General          
Counsel of Warner Communications Inc. and in 1980 became Vice                   
President.  Previously, Mr. Weinstein was an attorney in private                
practice at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison.           

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PART II                                                               

    Item 5. Market for Viacom Inc.'s Common Equity and Related Security Holder
Matters.                                                    

    Viacom Inc. voting Class A Common Stock and Viacom Inc. non-voting Class B
   Common Stock are listed and traded on the American Stock Exchange ("ASE")
     under the symbols "VIA" and "VIAB," respectively.  The following table sets
   forth, for the calendar period indicated, the per share range of high and
    low sales prices for Viacom Inc.'s Class A Common Stock and Class B Common
Stock, as reported on the ASE Composite Tape by the National Quotation
  Bureau Incorporated. As of March 30, 1994 there were approximately 6,912
  holders of Viacom Inc. Class A Common Stock, and 6,861 holders of Viacom
Inc. Class B Common Stock.                                            

                        Viacom Class A      Viacom Class B
                        Common Stock        Common Stock
                         ---------------      ----------------
                         High        Low       High        Low
                         ----        ---       ----        ---

1992                                                                  

1st quarter               $37 1/4    $32 1/8    $36 1/2    $31 1/4
2nd quarter                38 1/2     32 3/8     36 7/8     30 1/2
3rd quarter                34 7/8     30 7/8     32 7/8     29    
4th quarter                44         28 1/8     41 7/8     27    

1993                                                                  
1st quarter               $46 1/2    $37 1/2    $44 1/8    $35 1/4
2nd quarter                52 5/8     37 1/8     49 1/2     36    
3rd quarter                67 1/2     50 1/2     61 1/4     45 3/4
4th quarter                66 1/2     47         60 1/2     40 3/8

  The parent, Viacom Inc., has substantially no source of funds other than
dividends paid by the Company on its stock.  Under the restrictions   
contained in the Credit Agreement, the Company is prohibited from (i) 
paying any dividends on its stock to Viacom Inc. for the purpose of   
enabling Viacom Inc. to pay any dividend on its common stock, or (ii) 
   making any other dividend payments to Viacom Inc. (other than for certain
     limited specified purposes), unless its total leverage ratio is less than a
specified amount.                                                     

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Item 6. Selected Financial Data.                                                

VIACOM INC. AND                                                                 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES                                      
(Thousands of dollars, except per share amounts)                                

                                                        [Enlarge/Download Table]
                                                                                       
                                                   Year Ended December 31,             
                               --------------------------------------------------------

                                 1993       1992        1991        1990        1989   
                                 ----       ----        ----        ----        ----   

                                                                                       
Revenues                     $2,004,949  $1,864,683  $1,711,562  $1,599,625  $1,436,220
Earnings from operations     $  384,995  $  347,927  $  312,234  $  223,831  $  144,716
Earnings (loss) before                                                                 
  extraordinary items                                                                  
  and cumulative effect of                                                             
  change in accounting                                                                 
  principle                  $  169,481  $   66,085  $  (46,556) $  (89,781) $  131,080
Net earnings (loss)          $  170,952  $   48,965  $  (49,657) $  (89,781) $  131,080
Net earnings (loss)                                                                    
  attributable                                                                         
  to common stock            $  158,202  $   48,965  $  (49,657) $  (89,781) $  113,589
Net earnings (loss) per                                                                
 common share:                                                                         
  Earnings (loss) before                                                               
    extraordinary items and                                                            
    cumulative effect of                                                               
    change in accounting                                                               
    principle                $     1.30  $      .55  $     (.41) $     (.84) $     1.06
  Net earnings (loss)        $     1.31  $      .41  $     (.44) $     (.84) $     1.06
At year end:                                                                           
  Total assets               $6,416,868  $4,317,094  $4,188,378  $4,027,927  $3,752,962
  Long-term debt             $2,378,286  $2,397,014  $2,320,919  $2,537,263  $2,283,118
  Shareholders' equity       $2,718,114  $  756,511  $  699,493  $  366,163  $  455,944


See Notes to Consolidated Financial Statements for information on               
transactions and accounting classifications which have affected the             
comparability of the periods presented above.  Viacom Inc. has not declared     
cash dividends for any of the periods presented above.                          

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    Item 7.  Management's Discussion and Analysis of Results of Operations and
Financial                                                             
Condition.                                        

General                                                               
-------                                                               

Management's discussion and analysis of the combined results of       
operations and financial condition of Viacom Inc. and the Company     
should be read in conjunction with the Consolidated Financial         
Statements and related Notes.  Information presented below does not   
include information with respect to Paramount, which became a         
subsidiary of Viacom Inc. on March 11, 1994.  Information with        
respect to Paramount's results of operations and financial condition  
and Paramount's audited and unaudited financial statements, in        
each case including the notes thereto, are incorporated by reference  
herein from the Paramount Reports (as defined in Item 1).  Information
in the Paramount Reports is given as of the date of each such report  
and is not updated herein.  A copy of each of the Paramount Reports is
   included as an exhibit hereto. Descriptions of all documents incorporated
by reference herein or included as exhibits hereto are qualified in   
their entirety by reference to the full text of such documents so     
incorporated or included.                                             

Viacom Inc. (together with its consolidated subsidiaries, unless the  
context otherwise requires, "Viacom Inc.") is a holding company whose 
principal asset is the common stock of Viacom International Inc.      
(together with its consolidated subsidiaries, unless the context      
otherwise requires, the "Company").  The Company is a diversified     
entertainment and communications company with operations in four      
principal segments: Networks, Entertainment, Cable Television and     
Broadcasting.  Viacom Inc. is an approximately 76.3% owned subsidiary 
of National Amusements, Inc. ("NAI"), a closely held corporation that 
owns and operates approximately 850 movie screens in the United       
States and the United Kingdom.                                        

In early March 1994, Viacom Inc. acquired a majority interest in      
Paramount Communications Inc. ("Paramount") pursuant to the terms of  
its tender offer.  Paramount will become a wholly owned subsidiary of 
Viacom Inc. upon the closing of the merger pursuant to the Paramount  
merger agreement.  Viacom Inc. has also entered into a merger         
agreement with Blockbuster Entertainment Corporation ("Blockbuster")  
pursuant to which Blockbuster will merge into Viacom Inc.  (See       
"Paramount Merger, Blockbuster Merger and Related Transactions" for   
additional information regarding the mergers).                        

The primary differences between Viacom Inc.'s and the Company's       
financial statements are as follows: a) the capitalization of the two 
companies -- the Company's shareholders' equity reflects the          
contribution to capital of Viacom Inc.'s exchangeable preferred       
stock, which was exchanged for 15.5% Junior Subordinated Exchange     
Debentures due 2006 (the "Exchange Debentures") on March 31, 1989     
which in turn were fully redeemed during 1991; b) during 1993, Viacom 
Inc. issued $1.8 billion of 5% cumulative convertible preferred stock 
and declared related preferred stock dividends of $12.8 million, c)   
certain general and administrative expenses recorded by Viacom Inc.   
of $5.0 million (1993), $9.0 million (1992) and $12.9 million (1991), 
which include transactions associated with the long-term deferred     
incentive compensation plans; and d) Viacom Inc. recorded net         
interest income of $3.1 million (1993) and net interest expense of    
$45.2 million (1991).                                                 

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Business Segment Information                                                  
----------------------------                                                  

The following tables set forth revenues, earnings from operations,            
depreciation and amortization by business segment and a reconciliation        
of total earnings from operations to net earnings (loss) attributable to      
common stock for the periods indicated:                                       

                                    Year Ended December 31,    Percentage Change
                                -----------------------------  -----------------
                                                                From    From
                              1993         1992        1991     1992    1991
                             ----         ----        ----      To      To
                                                                1993    1992
                                                                ----    ----

                      (Thousands of Dollars)
Revenues:                                                                       
Networks                      $1,221,200 $1,058,831  $  922,157    15%    15% 
Entertainment                    209,110    248,335     273,488   (16)    (9) 
Cable Television                 415,953    411,087     378,026     1      9  
Broadcasting                     181,778    168,847     159,182     8      6  
Intercompany elimination         (23,092)   (22,417)    (21,291)   (3)    (5) 
               ----------  ---------  ----------
Total revenues                $2,004,949 $1,864,683  $1,711,562     8      9  
               ========== ==========  ==========

Earnings from operations:                                                       
Networks                      $  272,087 $  205,576  $  172,296    32     19  
Entertainment                     32,480     59,662      73,214   (46)   (19) 
Cable Television                 110,176    122,037     103,954   (10)    17  
Broadcasting                      42,293     31,956      27,734    32     15  
Corporate                        (72,041)   (71,304)    (64,964)   (1)   (10) 
               ----------  ---------  ----------

Total earnings from                                                           
operations                  $  384,995 $  347,927  $  312,234    11     11
               ========== ==========  ==========

Depreciation and amortization:                                                  
Networks                      $   44,747 $   41,754  $   30,123               
Entertainment                      9,549      6,792       7,160               
Cable Television                  71,520     68,505      66,604               
Broadcasting                      23,475     24,509      27,062               
Corporate                          3,766      3,242       1,915               
               ----------  ---------  ----------
Total depreciation and                                                        
amortization                 $  153,057  $ 144,802  $  132,864              
               ========== ==========  ==========

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Reconciliation to net earnings                                                  
(loss) attributable                                                             
to common stock:                                                            

Total earnings from                                                           
operations                   $  384,995  $ 347,927  $  312,234              
Interest expense, net           (144,953)  (194,104)   (297,451)              
Other items, net                  61,774      1,756      (6,536)              
               ----------  ---------  ----------
Earnings before income taxes     301,816    155,579       8,247               
Provision for income taxes       129,815     84,848      42,060               
Equity in loss of affiliated                                                  
companies, net of tax           (2,520)    (4,646)    (12,743)            
               ----------  ---------  ----------
Earnings (loss) before                                                        
extraordinary losses and                                                  
cumulative effect of change                                               
in accounting principle        169,481     66,085     (46,556)            
Extraordinary losses, net of                                                  
tax                             (8,867)   (17,120)     (3,101)            
Cumulative effect of change                                                   
in accounting principle         10,338         --          --             
               ----------  ---------  ----------
Net earnings (loss)              170,952     48,965     (49,657)              
Cumulative convertible                                                        
preferred stock dividend                                                  
requirement of Viacom Inc.      12,750         --          --             
               ----------  ---------  ----------
Net earnings (loss)                                                           
attributable to common                                                    
stock                       $  158,202 $   48,965  $  (49,657)            
               ========== ==========  ==========

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Results of Operations                                                   
---------------------                                                   

1993 vs. 1992                                                           
-------------                                                           

Revenues increased 8% to $2.0 billion in 1993 from $1.9 billion in      
1992.  Earnings from operations increased 11% to $385.0 million in      
1993 from $347.9 million in 1992. Explanations of variances in          
revenues and earnings from operations for each operating segment        
follow.                                                                 

Net earnings attributable to common stock of $158.2 million, or $1.31   
per share, for the year ended December 31, 1993, reflect net interest   
expense of $145.0 million, a pre-tax gain aggregating $72.4 million     
from the sale of the Wisconsin cable television system and sales of a   
portion of an investment held at cost, and a provision for income       
taxes of $129.8 million.  Net earnings of $49.0 million, or $.41 per    
share, for the year ended December 31, 1992, reflect net interest       
expense of $194.1 million and a provision for income taxes of $84.8     
million.                                                                

The comparability of results of operations for 1993 and 1992 has been   
affected by (1) the sale of the Wisconsin cable television system,      
effective January 1, 1993 and (2) the change in estimate of copyright   
royalty revenues during 1992 in the Entertainment segment.  (See        
"Cable Television" and "Entertainment" for additional information       
concerning the changes noted above.)                                    

Networks (Basic cable and premium television networks)                  

The constituents of Networks are MTV Networks ("MTVN") and Showtime     
Networks Inc. ("SNI").  Networks revenues increased 15% to $1.221       
billion in 1993 from $1.059 billion in 1992.  Networks earnings from    
operations increased 32% to $272.1 million in 1993 from $205.6 million  
in 1992.                                                                

MTVN revenues increased 27% to $677.9 million in 1993 from $533.4       
million in 1992: 70% of the increase was attributable to increased      
advertising sales; 21% was due to increased affiliate fees; and 9% was  
due to other sources.  The increases in advertising sales and           
affiliate fees were principally due to rate increases.  The increase    
in other sources was principally due to revenues from new business      
ventures including licensing and merchandising.  Earnings from          
operations of MTVN increased 39% to $239.7 million in 1993 from $172.9  
million in 1992, reflecting the increased revenues, partially offset    
by increased programming and marketing expenses at each of the          
networks and other costs of operating the networks, including start up  
losses of MTV Latino and Nickelodeon Magazine aggregating $6.5          
million.  The increased programming and marketing expenses at each of   
the networks (including animated programming on Nickelodeon and MTV)    
was to a large extent responsible for the Company's ability to          
increase advertising rates.                                             

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SNI revenues increased 3% to $543.3 million in 1993 from $525.7 million 
in 1992, including Viacom Pictures in each period presented, due to (i) 
an increase of $13.6 million in revenues of Showtime Satellite Networks 
("SSN"), primarily due to a 40% increase in SSN's subscriber base,      
principally attributable to the use of upgraded scrambling technology,  
partially offset by a decrease of 8% in average rates, (ii) an increase 
of $4.4 million in revenues of Showtime and The Movie Channel           
(excluding revenues generated by SSN), reflecting a 3% increase in the  
combined subscriber base with a decrease in average rates of 2% and     
(iii) a $.4 million decrease in other revenue sources.  SNI's premium   
movie services, Showtime, The Movie Channel and FLIX, served            
approximately 11.9 million subscribers as of December 31, 1993 and 10.7 
million subscribers as of December 31, 1992.  SNI's overall earnings    
from operations decreased 1% to $32.3 million in 1993 from $32.7        
million in 1992, reflecting increased programming and marketing         
expenses, partially offset by the increased revenues.                   

Entertainment (Television programming, syndication, production and new  
media)                                                                  

The Entertainment segment distributes television series, feature        
films, made-for-television movies and mini-series for television        
exhibition around the world, produces television series and made-for-   
television movies, and also distributes television and radio            
commercials.  The Entertainment segment also includes Viacom New        
Media, which develops, produces, distributes and markets interactive    
software.                                                               

Entertainment revenues decreased 16% to $209.1 million in 1993 from     
$248.3 million in 1992.  The revenue variance was principally due to    
lower syndication revenues, lower copyright revenues resulting from a   
change in estimate which increased revenue by approximately $10 million 
in 1992, and decreased network production revenues.  Lower sales to the 
broadcast, cable and other markets reflect lower syndication revenues   
for The Cosby Show and softness in the syndication marketplace due to a 
decrease in the number of independent broadcast television stations     
because of new network affiliations.  Revenues from the domestic        
broadcast syndication of The Cosby Show were approximately 12% and 18%  
of Entertainment revenues during 1993 and 1992, respectively.  The      
decrease was due to the ending of the first domestic syndication cycle  
of The Cosby Show during the third quarter of 1993.  The second         
domestic broadcast syndication cycle of The Cosby Show, which began in  
the third quarter of 1993, will generate significantly lower revenues.  
Network license fees were lower because fewer shows were produced for   
network television; however the decrease does not have a significant    
impact on Entertainment earnings from operations.                       

Earnings from operations decreased 46% to $32.5 million in 1993 from    
$59.7 million in 1992, reflecting the decreased revenues and $6.1       
million of start-up losses associated with Viacom New Media, which      
anticipates releasing approximately nine interactive video games based  

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on MTV Networks' programming by the end of 1994.                        

The Company had accumulated a backlog of unbilled syndication license   
agreements of approximately $399.0 million at December 31, 1993.  As    
the license fees are billed over the term of the various licensing      
contracts, the Company will recognize as revenues that portion of such  
license fees representing its distribution fees.  Approximately 58% of  
the Company's backlog was attributable to license fees for Roseanne     
and The Cosby Show.  As The Cosby Show becomes a smaller portion of     
the total backlog, the percentage of the total license fee recognized   
as revenue by the Company will be reduced.                              

Cable Television (Cable television systems)                             

Cable Television revenues increased 1% to $416.0 million in 1993 from   
$411.1 million in 1992.  Earnings from operations decreased 10% to      
$110.2 million in 1993 from $122.0 million in 1992.                     

On a comparable basis with the 1992 results (excluding the Wisconsin    
cable system, which was sold effective January 1, 1993), Cable          
Television revenues increased 6% to $416.0 million in 1993 from $393.6  
million in 1992: 52% of this increase resulted from increases in rates  
for basic services; 32% from increased basic customers; 8% from         
increased pay-per-view revenues; and 8% from increases in other revenue 
sources.  Total revenue per basic customer per month increased 3% to    
$32.03 in 1993 from $31.04 in 1992.  Earnings from operations decreased 
6% to $110.2 million in 1993 from $117.6 million in 1992, reflecting    
increased operating expenses (which included non-recurring costs        
associated with the implementation of Federal Communication Commission  
("FCC") rate regulations discussed below), partially offset by          
increased revenues.                                                     

The 1992 Cable Act amended the Communications Act of 1934, as amended   
(the "Communications Act").  Rate regulations adopted in April 1993 by  
the FCC govern rates charged to subscribers for regulated tiers of      
cable service and became effective on September 1, 1993.  On February   
22, 1994, the FCC adopted additional rules (the "February 22nd          
Regulations") which have not yet been published in their final form.    
The "benchmark" formula adopted as part of the regulations in April     
1993 establishes an "initial permitted rate" which may be charged by    
cable operators for tiers of cable service.  The regulations also       
establish the prices which may be charged for equipment used to receive 
these services.  Because the text of the February 22nd Regulations has  
not been released, it is not possible to know the extent or nature of   
revisions to the April 1993 regulations.  However, from public          
statements made during the FCC meeting and news releases issued         
thereafter, it appears that the February 22nd Regulations will contain  
a new formula for determining permitted rates.  The new formula will    
require up to a 17% reduction of rates from those charged on September  
30, 1992, rather than the 10% reduction required by the April 1993      
regulations.  The February 22nd Regulations also adopted interim        
standards governing "cost-of-service" proceedings pursuant to which a   

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cable operator would be permitted to charge rates in excess of rates    
which it would otherwise be permitted to charge under the regulations,  
provided that the operator substantiates that its costs in providing    
services justify such rates.                                            

Based on its implementation of the April 1993 rate regulations, the     
Company estimates that it will recognize a reduction to revenues        
ranging from $27 million to $32 million on an annualized basis          
substantially all of which will be reflected as a reduction in earnings 
from operations of its cable division.  The Company's estimated         
reduction does not reflect further reductions to revenue which would    
result from the lowering of the initial permitted rates pursuant to the 
February 22nd Regulations.  These new and reduced initial permitted     
rates will apply prospectively from a date to be announced by the FCC   
when it publishes precise regulations which implement the February 22nd 
Regulations.  Until the February 22nd Regulations are released, it is   
not possible to predict the effects of the interim standards governing  
cost-of-service proceedings; however, based on the public statements,   
Viacom believes it is unlikely that it will be able to utilize such     
proceedings so as to charge rates in excess of rates which it would     
otherwise be permitted to charge under the regulations.  The Company's  
ability to mitigate the effects of these new rate regulations by        
employing techniques such as the pricing and repricing of new or        
currently offered unregulated program services and ancillary services   
may be restricted by the new regulations adopted as part of the         
February 22nd Regulations.  No such mitigating factors are reflected in 
the estimated reductions to revenues.  The stated reduction to revenues 
may be mitigated by higher customer growth due to lower basic rates.    

The "must carry" provisions of the 1992 Cable Act are not material to   
the Company's results of operations.                                    

As of December 31, 1993, the Company operated systems in California,    
Oregon, Washington, Ohio and Tennessee, serving approximately 1,094,000 
basic customers subscribing to approximately 718,000 premium units.     
Basic customers and premium units decreased 2% and 9%, respectively,    
since December 31, 1992; and, excluding the Wisconsin cable system      
customers in 1992, basic customers and premium units increased 2% and   
decreased 5%, respectively.                                             

As part of the settlement of the Time Warner antitrust lawsuit, the     
Company entered into an agreement to sell all the stock of Viacom       
Cablevision of Wisconsin, Inc. to Warner Communications Inc.            
("Warner"), effective January 1, 1993.  As consideration for the stock, 
Warner paid the sum of $46 million, $20 million of which was received   
during 1992, plus repayment of debt in the amount of $49 million,       
resulting in a pre-tax gain of approximately $55 million reflected in   
"Other items, net."  As of December 31, 1992, the Wisconsin cable       
system served approximately 47,000 basic customers subscribing to       
approximately 34,000 premium units.                                     

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Broadcasting (Television and radio stations)                            

As of December 31, 1993, the Broadcasting segment operated five         
network-affiliated television stations and 14 radio stations.           
Broadcasting revenues increased 8% to $181.8 million in 1993 from       
$168.8 million in 1992.  Earnings from operations increased 32% to      
$42.3 million in 1993 from $32.0 million in 1992.                       

Television revenues increased 4% to $90.3 million in 1993 from $87.1    
million in 1992, reflecting an increase in national and local           
advertising revenues.  Earnings from operations increased 20% to        
$20.3 million in 1993 from $16.9 million in 1992, primarily             
reflecting the increased revenues.                                      

Television Stations:                                                    

            STATION             LOCATION         AFFILIATION  MARKET  RANK (a)
            -------             --------         -----------  ------  --------
        KMOV-TV            St. Louis, MO         CBS        18       2

        WVIT-TV            Hartford/New          NBC        25       3
Haven, CT       
        WNYT-TV            Albany/Schenectad     NBC        52       2
y, NY           
        WHEC-TV            Rochester, NY         NBC        71       2

        KSLA-TV            Shreveport, LA        CBS        74       1

(a) Source: Nielsen, November 1993.                         

    Radio revenues increased 12% to $91.4 million in 1993 from $81.8
million in 1992, reflecting increased national and local    
    advertising revenues.  Earnings from operations increased 45% to
$26.6 million in 1993 from $18.3 million in 1992, primarily 
    reflecting the increased revenues, partially offset by increased
selling costs.                                              

Radio Stations:                                             

        STATION           LOCATION          FORMAT     MARKET RANK (a)
     -------           --------          ------     ------ -----
   WLTW-FM          New York, NY     Adult            1      1
                   Contemp
   KYSR-FM          Los Angeles, CA  Adult            2      2
                   Contemp
   KXEZ-FM (b)      Los Angeles, CA  Adult           2       2
                   Contemp
   WLIT-FM          Chicago, IL      Adult            3      7
                   Contemp
   KSRY-FM          San Francisco,   Adult            4     24
                      CA               Contemp               (Tie)

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   KSRI-FM          Santa Cruz/San   Adult           4      24
                      Jose, CA         Contemp               (Tie)
   WLTI-FM          Detroit, MI      Adult            6      8
                   Contemp
   WMZQ-AM/FM       Washington, DC   Country          8      4
                                                             (Tie)
   WCXR-FM (c)      Washington, DC   Classic Rock    8       9
                                                             (Tie)
     WCPT-AM (c)      Washington, DC   Headline        8     NA(d)
                News
   KBSG-AM/FM       Seattle/Tacoma,  Oldies          13      2
WA                    
   KNDD-FM (e)      Seattle, WA      Modern Rock     13      5
                 (AOR)

  (a) Source: Arbitron, Fall 1993, based on target demographics.
(b) Acquired in June 1993.                                  
(c) Acquired in November 1993.                              
(d) Rank not applicable.                                    
(e) Acquired in December 1992.                              

 See "Acquisition and Ventures" for disclosure of acquisitions
   and exchanges of radio stations that occurred in 1993 and 1992.

Other Income and Expense Information                        

 Corporate expenses increased 1% to $72.0 million in 1993 from
$71.3 million in 1992, reflecting increased overall expenses
offset by decreased compensation expense associated with the
 Long-Term Incentive Plans (the "Plans"), which consist of the
  Long-Term Incentive Plan ("LTIP") and the Long-Term Management
Incentive Plan ("LTMIP").  The Plans provide for grants of  
  phantom shares and stock options.  The value of phantom shares
 issued under the Plans is determined by reference to the fair
  market value of Viacom Class A Common Stock and Viacom Class B
Common Stock (collectively, "Common Stock").  The Plans also
provide for subsequent cash payments with respect to such   
 phantom shares based on appreciated value, subject to certain
limits, and vesting requirements.  As a result of the       
    fluctuation in the market value of its Common Stock, Viacom Inc.
   recorded compensation expense associated with the Plans of $3.9
    million in 1993 and $8.2 million in 1992.  During December 1992,
   a significant portion of the liability associated with the LTIP
was satisfied by the cash payment of $68.6 million and the  
    issuance of 177,897 shares of Viacom Class B Common Stock valued
at $6.9 million.  The Plans' phantom shares currently have a
  maximum potential liability of $19.5 million, all of which was
accrued as of December 31, 1993.                            

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     Net interest expense decreased 25% to $145.0 million in 1993 from
$194.1 million in 1992, reflecting improvements made to the 
capital structure (as described below) and reduced interest 
   rates, including rates associated with the Credit Agreement (as
     defined in "Capital Structure").  The Company and Viacom Inc. had
   approximately $2.4 billion principal amount of debt outstanding
     as of December 31, 1993 and December 31, 1992 at weighted average
     interest rates of 5.3% and 6.5%, respectively.  On July 15, 1993,
the Company redeemed all $298 million principal amount      
  outstanding of 11.80% Senior Subordinated Notes.  During 1992,
   the following changes to the capital structure were made: a) on
   March 4, 1992, the Company issued $150 million principal amount
  of 9.125% Senior Subordinated Notes ("9.125% Notes") due 1999;
  b) on March 10, 1992, the Company redeemed all $193 million of
    the outstanding 11.5% Senior Subordinated Extendible Reset Notes
    ("11.5% Reset Notes") due 1998;  c) on May 28, 1992, the Company
     issued $100 million principal amount of 8.75% Senior Subordinated
   Reset Notes ("8.75% Reset Notes") due 2001; and  d) on June 18,
    1992, the Company redeemed all $356.5 million of the outstanding
14.75% Senior Subordinated Discount Debentures ("Discount   
     Debentures") due 2002 (see "Capital Structure").  (See "Liquidity
and Capital Resources" for additional information concerning
  changes in Viacom Inc.'s and the Company's capital structure.)

For 1993, "Other items, net" reflects the pre-tax gain of   
approximately $55 million on the sale of the stock of the   
   Wisconsin cable system (see "Cable Television"), a pre-tax gain
   of $17.4 million in the aggregate from sales of a portion of an
investment held at cost, and an increase of $9.1 million to 
previously established non-operating litigation reserves and
other items.                                                

   The settlement of the Time Warner antitrust lawsuit resulted in
  various business arrangements, which have a positive effect on
Viacom Inc. currently and are expected to continue to have a
favorable effect on a prospective basis.  "Other items, net"
   reflects a gain of $35 million recorded in the third quarter of
     1992; this gain represents payments received in the third quarter
of 1992 relating to certain aspects of the settlement of the
     lawsuit, net of Viacom Inc.'s 1992 legal expenses related to this
lawsuit.                                                    

    "Other items, net" also reflects a reserve for litigation of $33
  million during the second quarter of 1992 related to a summary
   judgment against Viacom Inc. in a dispute with CBS Inc. arising
   under the 1970 agreement associated with the spin-off of Viacom
 International Inc. by CBS Inc.  On July 30, 1993, the Company
settled all disputes arising under that litigation.         

  "Equity in loss of affiliated companies, net of tax," consists
primarily of the Company's share of Lifetime's net earnings,
     Comedy Central's net losses and Nickelodeon (UK)'s net losses  in

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1993.  "Equity in loss of affiliated companies, net of tax" 
    decreased 46% to $2.5 million in 1993 from $4.6 million in 1992,
   primarily reflecting improved operating results at Lifetime and
Comedy Central, partially offset by net losses on equity    
investments made in 1993. (See "Acquisitions and Ventures.")

The provision for income taxes represents federal, state and
foreign income taxes on earnings before income taxes.       

    The annual effective tax rate of 43% for 1993 and 54.5% for 1992
(which continues to be adversely affected by amortization of
   acquisition costs which are not deductible for tax purposes) is
 decreased as a result of reductions of certain prior year tax
 reserves of $22.0 million and $20.0 million in 1993 and 1992,
respectively.  The reductions relate to management's current
opinion on several tax issues based upon the progress of    
federal, state and local audits.                            

   During the first quarter of 1993, the Company adopted Statement
     of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes" on a prospective basis and recognized a cumulative benefit
from a change in accounting principle of $10.3 million.     

 In August 1993, the Omnibus Budget Reconciliation Act of 1993
(the "Reconciliation Act") was signed into law.  It is not  
expected that the Reconciliation Act will have a significant
effect on the Company's financial position or results of    
operations.                                                 

   In 1993, the Company recognized an after-tax extraordinary loss
     from the early extinguishment of the 11.80% Notes of $8.9 million
(net of a tax benefit of $6.1 million).                     

  In 1993, Viacom Inc. declared dividends on its Preferred Stock
(as defined in "Capital Structure") of $12.8 million.       

In 1992, the FASB issued Statement of Financial Accounting  
Standards No. 112, "Employers' Accounting For Postemployment
 Benefits" ("SFAS 112"), which the Company will adopt in 1994.
   SFAS 112 requires that postemployment benefits be accounted for
    under the accrual method versus the currently used pay-as-you-go
     method.  SFAS 112 is not expected to have a significant effect on
the Company's financial position or results of operations.  

1992 vs. 1991                                               
-------------                                               

   Revenues increased 9% to $1.9 billion in 1992 from $1.7 billion
  in 1991.  Operating expenses increased 8% to $854.0 million in
1992 from $790.8 million in 1991.  Earnings from operations 
  increased 11% to $347.9 million in 1992 from $312.2 million in
   1991.   Explanations of variances in revenues and earnings from

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operations for each operating segment follow.               

  Net earnings of $49.0 million, or $.41 per share, for the year
   ended December 31, 1992, reflect net interest expense of $194.1
   million and a provision for income taxes of $84.8 million.  The
    net loss of $49.7 million, or $.44 per share, for the year ended
December 31, 1991, reflects net interest expense of $297.5  
million and a provision for income taxes of $42.1 million.  

Networks (Basic cable and premium television networks)      

  Networks revenues increased 15% to $1.058 billion in 1992 from
   $922.2 million in 1991.  Earnings from operations increased 19%
to $205.6 million in 1992 from $172.3 million in 1991.      

MTVN revenues increased 30% to $533.4 million in 1992 from  
   $411.4 million in 1991: 77% of the increase was attributable to
   increased advertising sales; 19% was due to increased affiliate
fees; and 4% was due to other sources.  The increases in    
advertising sales and affiliate fees were principally due to
  rate increases.  The increase in other sources was principally
  due to revenues from new business ventures including licensing
  and merchandising.  Earnings from operations of MTVN increased
23% to $172.9 million in 1992 from $141.0 million in 1991,  
    reflecting the increased revenues, partially offset by increased
   programming expenses and other costs of operating the networks.
    The Company increased programming expenses, particularly for new
  animated programming on Nickelodeon.  This new programming was
to a large extent responsible for the Company's ability to  
increase advertising rates.                                 

 On August 30, 1991, Viacom Inc. increased its interest in MTV
   EUROPE to 100% through the purchase of the 50.01% interest held
by an affiliate of Mirror Group Newspapers.  Subsequent to  
 August 30, 1991, the results of operations of MTV EUROPE have
 been included in MTVN's results of operations.  Prior to such
  date, the investment in MTV EUROPE was accounted for under the
equity method; therefore, operating results were included in
"Equity in loss of affiliated companies, net of tax."  The  
financial results of MTV EUROPE were not material to the    
financial results of the Company or the Networks segment;   
however, as the pan-European marketplace develops for both  
  advertising revenues and affiliate fees, the financial results
of MTV EUROPE may become material.  In the aggregate, MTV   
(excluding MTV EUROPE), VH-1 and Nickelodeon/Nick at Nite   
 revenues increased 21%, subscribers increased 3% and earnings
from operations increased 18% during 1992 versus 1991.      

   SNI revenues increased 3% to $515.3 million in 1992 from $501.3
million in 1991: 30% of the revenue increase was due to rate
 increases for SSN; 23% was due to a higher average subscriber

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    base during the year for SSN principally attributable to the use
of upgraded scrambling technology in 1992; 23% was due to a 
     higher average cable subscriber base during the year for Showtime
    and The Movie Channel; and 24% of this increase was due to other
revenue sources.  SNI's premium movie services served       
  approximately 10.7 million subscribers as of December 31, 1992
and 10.2 million subscribers as of December 31, 1991.  SNI's
     overall earnings from operations increased 7% to $35.2 million in
1992 from $33.0 million in 1991, reflecting the increase in 
revenues, partially offset by an increase in programming    
expenses.                                                   

  Entertainment (Television programming, syndication, production
and new media)                                              

 Entertainment revenues decreased 9% to $248.3 million in 1992
from $273.5 million in 1991.  The revenue variance was      
principally due to lower sales to broadcast, cable and other
   markets, lower network license fees and lower copyright royalty
    revenues.  Lower sales to the broadcast, cable and other markets
reflect softness in the syndication marketplace due to a    
 generally weak economy and due to a decrease in the number of
    independent broadcast television stations because of new network
     affiliations.  Network license fees were lower because there were
     fewer shows produced for network television.  Copyright royalties
    were lower due to changes made by cable operators in the tiering
of their services, which generated lower copyright royalty  
   liabilities and therefore less income for program producers and
 syndicators.  During the first quarter of 1992, certain legal
   developments indicated that the percentage of income recognized
     under certain copyright royalty arrangements should be increased.
  This change in estimate resulted in an increase in revenues of
     approximately $10 million.  During the first quarter of 1991, the
Company began to recognize copyright royalty revenue on an  
   accrual basis rather than a cash basis, as a sufficient pattern
had been established to make these revenues estimable; this 
     change resulted in an increase in revenues of approximately $13.0
     million.  Earnings from operations decreased 19% to $59.7 million
in 1992 from $73.2 million in 1991, reflecting the decreased
revenues and changes in estimate noted above, and expenses  
associated with staff changes and the implementation of new 
systems of approximately $4.0 million.                      

Cable Television (Cable television systems)                 

    Cable television revenues increased 9% to $411.1 million in 1992
   from $378.0 million in 1991: 68% of this increase resulted from
   increases in rates for basic services; 26% from increased basic
     customers; 10% from increased premium customers; partially offset
    by a negative 4% from decreases in other revenue sources.  Total

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  revenue per basic customer per month increased 5% to $31.06 in
     1992 from $29.41 in 1991.  Earnings from operations increased 17%
     to $122.0 million in 1992 from $104.0 million in 1991, reflecting
   the increased revenues, partially offset by increased operating
expenses.                                                   

As of December 31, 1992, the Company operated systems in    
  California, Oregon, Washington, Wisconsin, Ohio and Tennessee,
  serving approximately 1,116,000 basic customers subscribing to
     approximately 786,000 premium units.  Basic customers and premium
     units increased 3% and 1%, respectively, since December 31, 1991.

Broadcasting (Television and radio stations)                

Broadcasting revenues increased 6% to $168.8 million in 1992
    from $159.2 million in 1991.  Earnings from operations increased
15% to $32.0 million in 1992 from $27.7 million in 1991.    

  Television revenues increased 9% to $87.1 million in 1992 from
 $80.1 million in 1991, reflecting an increase in national and
 local advertising revenues at each of the stations, primarily
due to higher rates driven by the Olympics and the political
campaign.  Earnings from operations increased 38% to $16.9  
million in 1992 from $12.2 million in 1991, reflecting the  
 increased revenues, partially offset by increased programming
and selling expenses.                                       

   Radio revenues increased 3% to $81.8 million in 1992 from $79.0
million in 1991, reflecting an increase in local advertising
    revenues, partially offset by a decrease in national advertising
revenues.  Earnings from operations decreased 7% to $18.3   
   million in 1992 from $19.6 million in 1991, driven by increased
   operating, selling and promotion costs, partially offset by the
increased revenues.                                         

Other Income and Expense Information                        

  Corporate expenses increased 10% to $71.3 million in 1992 from
$65.0 million in 1991, primarily due to severance costs,    
partially offset by decreased legal costs and decreased     
compensation expense associated with the Long-Term Incentive
 Plans.  As a result of the fluctuation in the market value of
its Common Stock, Viacom Inc. recorded compensation expense 
  associated with the Plans of $8.2 million and $12.3 million in
1992 and 1991, respectively.                                

     Net interest expense decreased 35% to $194.1 million in 1992 from
       $297.5 million in 1991, reflecting improvements made to the capital
    structure and reduced interest rates, including rates associated
       with the Credit Agreement (as defined in "Capital Structure").  The

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   Company and Viacom Inc. had approximately $2.4 billion and $2.3
   billion principal amount of debt outstanding as of December 31,
    1992 and December 31, 1991 at weighted average interest rates of
       6.5% and 9.2%, respectively.  During 1991, Viacom Inc. realized net
      proceeds of approximately $317.7 million from the issuance of non-
voting Class B Common Stock ("Viacom Class B Common Stock");
     redeemed all $402 million of its outstanding Exchange Debentures;
the Company repurchased $43 million principal amount of the 
      Discount Debentures; and the Company issued $200 million principal
   amount of 10.25% Senior Subordinated Notes ("10.25% Notes") due
2001.  (See "Liquidity and Capital Resources" for additional
     information concerning changes in Viacom Inc.'s and the Company's
capital structure.)                                         

    Viacom Inc. and the Company file a separate consolidated federal
  income tax return and have done so since the period commencing
  June 11, l991, the date on which NAI's percentage ownership of
  Viacom was reduced to less than 80% (see "Capital Structure").
Prior to such date, Viacom Inc. and the Company filed a     
     consolidated federal income tax return with NAI, and participated
in a tax-sharing agreement with NAI with respect to federal 
  income taxes.  The tax-sharing agreement obligated Viacom Inc.
  and the Company to make payment to NAI to the extent that they
     would have paid federal income taxes on a separate company basis,
 and entitled them to receive a payment from NAI to the extent
their losses and credits reduced NAI's federal income taxes.

   "Equity in loss of affiliated companies, net of tax," decreased
64% to a loss of $4.6 million in 1992 from a loss of $12.7  
  million in 1991, driven by improvements at Lifetime and Comedy
Central.                                                    

  In 1992, the Company recognized after-tax extraordinary losses
     from the early extinguishment of the Discount Debentures of $13.7
 million (net of a tax benefit of $8.9 million) and the 11.50%
Reset Notes of $3.4 million (net of a tax benefit of $2.4   
million).                                                   

Liquidity and Capital Resources                             
-------------------------------                             

 Paramount Merger, Blockbuster Merger and Related Transactions
 -------------------------------------------------------------

 On March 11, 1994, Viacom Inc. acquired, pursuant to a tender
 offer (the "Paramount Offer"), 61,657,432 shares of Paramount
    common stock, constituting a majority of the shares outstanding,
  at a price of $107 per share in cash.  The Paramount Offer was
financed by (i) the sale of Preferred Stock (see "Capital   
 Structure"), proceeds of which are reflected as cash and cash
  equivalents on the balance sheet as of December 31, 1993, (ii)
    the sale of Viacom Class B Common Stock to Blockbuster and (iii)
  borrowings under a credit agreement (as described below).  The

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 Paramount Offer was made pursuant to the Amended and Restated
  Agreement and Plan of Merger dated as of February 4, 1994 (the
    "Paramount Merger Agreement") between Viacom Inc. and Paramount.
  Paramount will become a wholly owned subsidiary of Viacom Inc.
(the "Paramount Merger") at the effective time of a merger  
between Paramount and a subsidiary of Viacom Inc. (the      
 "Paramount Effective Time") which is expected to occur in the
second quarter of 1994.  Pursuant to the Paramount Merger   
  Agreement, each share of Paramount common stock outstanding at
   the time of such merger (other than shares held in the treasury
   of Paramount or owned by Viacom Inc. and other than shares held
by any stockholders who shall have demanded and perfected   
 appraisal rights) will be converted into the right to receive
(i) 0.93065 of a share of Viacom Class B Common Stock, (ii) 
$17.50 principal amount of 8% exchangeable subordinated     
  debentures of Viacom Inc., (iii) 0.93065 of a contingent value
 right ("CVR"), (iv) 0.5 of a warrant to purchase one share of
Viacom Class B Common Stock at any time prior to the third  
    anniversary of the Paramount Merger at a price of $60 per share,
    and (v) 0.3 of a warrant to purchase one share of Viacom Class B
  Common Stock at any time prior to the fifth anniversary of the
    Paramount Merger at a price of $70 per share.  If the debentures
are issued prior to the completion of the proposed merger of
Viacom Inc. and Blockbuster, the debentures will be         
    exchangeable, at the option of Viacom Inc., into 5% exchangeable
 preferred stock of Viacom Inc. on or after January 1, 1995 if
the proposed merger with Blockbuster has not previously been
consummated.                                                

    Each CVR will represent the right to receive the amount, if any,
by which the Target Price exceeds the greater of the Current
Market Value or the Minimum Price (see defined terms in     
following paragraph).  The CVRs will mature on the first    
anniversary of the Paramount Effective Time (the "Maturity  
   Date"); provided, however, that Viacom Inc. may, at its option,
 (i) extend the Maturity Date to the second anniversary of the
    Paramount Effective Time (the "First Extended Maturity Date") or
(ii) extend the First Extended Maturity Date to the third   
anniversary or the Paramount Effective Time (the "Second    
  Extended Maturity Date").  Viacom Inc., at its option, may pay
any amount due under the terms of the CVRs in cash or in the
equivalent value of registered securities of Viacom Inc.,   
including without limitation, common stock, preferred stock,
notes, or other securities.                                 

   The "Minimum Price" means (a) at the Maturity Date, $36, (b) at
the First Extended Maturity Date, $37 and (c) at the Second 
Extended Maturity Date, $38.  Target Price means (a) at the 
Maturity Date, $48, (b) at the First Extended Maturity Date,
$51, and (c) at the Second Extended Maturity Date, $55.  The
   "Current Market Value" means the average market price of Viacom
Class B Common Stock for a specified period.                

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   On January 7, 1994, Viacom Inc. and Blockbuster entered into an
agreement and plan of merger (the "Blockbuster Merger       
 Agreement") pursuant to which Blockbuster will be merged with
and into Viacom Inc. (the "Blockbuster Merger") subject to  
   shareholder approval.  At the effective time of the Blockbuster
 Merger, each share of Blockbuster common stock outstanding at
 the time of the Blockbuster Merger (other than shares held in
 the treasury of Blockbuster or owned by Viacom Inc. and other
    than shares held by any stockholders who shall have demanded and
    perfected appraisal rights, if available) will be converted into
the right to receive (i) 0.08 of a share of Viacom Class A  
  Common Stock, (ii) 0.60615 of a share of Viacom Class B Common
Stock, and (iii) up to an additional 0.13829 of a share of  
   Viacom Class B Common Stock, with the exact fraction of a share
 being dependent on the market prices of Viacom Class B Common
Stock during the year following the effective time of the   
Blockbuster Merger, and with the right to receive such      
  additional fraction of a share to be evidenced by one variable
   common right ("VCR").  The VCRs mature on the first anniversary
of the Blockbuster Merger ("VCR Conversion Date").          

The mergers pursuant to the Paramount Merger Agreement and  
   Blockbuster Merger Agreement (collectively, the "Mergers") have
   been unanimously approved by the Boards of Directors of each of
the respective companies.  The obligations of Viacom Inc.,  
   Blockbuster and Paramount to consummate the mergers are subject
    to various conditions, including obtaining requisite stockholder
   approvals.  Viacom Inc. intends to vote its shares of Paramount
   in favor of the merger and NAI has agreed to vote its shares of
Viacom Inc. in favor of the Mergers; therefore, stockholder 
approval of the Paramount Merger is assured, and approval by
Viacom Inc. of the Blockbuster Merger is also assured.      

On March 10, 1994, Blockbuster purchased approximately 22.7 
  million shares of Viacom Class B Common Stock for an aggregate
purchase price of $1.25 billion, or $55 per share.  If (with
certain exceptions) the Blockbuster Merger Agreement is     
terminated and in the event that Viacom Class B Common Stock
  trades (for a specified period) at a level below $55 per share
  during the one year period after such termination, Viacom Inc.
   may be obligated to make certain payments of up to a maximum of
  $275 million, at its option, in cash or securities, or to sell
   certain assets to Blockbuster.  The Viacom Class B Common Stock
  purchased by Blockbuster will be canceled upon consummation of
the Blockbuster Merger.                                     

On February 15, 1994, Blockbuster entered into a credit     
agreement with certain financial institutions named therein,
  pursuant to which such financial institutions have advanced to
    Blockbuster, on an unsecured basis, an aggregate of $1.0 billion
to finance a portion of the purchase of the shares under the
Subscription Agreement (the "Blockbuster Facility").  The   

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Blockbuster Facility contains certain events of default,    
    including a change of control default, which will require either
a waiver in connection with the Blockbuster Merger or the   
 refinancing of the indebtedness incurred by Blockbuster under
the Blockbuster Facility.                                   

On March 11, 1994, Viacom Inc. borrowed $3.7 billion under a
 credit agreement dated as of November 19, 1993, as amended on
 January 4, 1994 and February 15, 1994, among Viacom Inc., the
 banks named therein, and The Bank of New York, Citibank, N.A.
    and Morgan Guaranty Trust Company of New York, as Managing Agent
(the "Merger Credit Agreement").                            

  The Merger Credit Agreement provides that, in order to pay for
    the Paramount Offer and related expenses, up to $3.7 billion may
  be borrowed, repaid and reborrowed until November 18, 1994, at
   which time all amounts outstanding will become due and payable.

   The Merger Credit Agreement provides that Viacom Inc. may elect
  to borrow at either the Base Rate or the Eurodollar Rate (each
 as defined below), subject to certain limitations.  The "Base
    Rate" will be the higher of (i) the Citibank N.A., Base Rate and
  (ii) the Federal Funds Rate plus 0.50%.  The "Eurodollar Rate"
will be the London Interbank Offered Rate plus (i) 0.9375%, 
   until Viacom Inc.'s senior unsecured long-term debt is rated by
Standard & Poor's Corporation or Moody's Investors Service, 
    Inc., and (ii) thereafter, a variable rate ranging from 0.25% to
   0.9375% dependent on the senior unsecured long-term debt rating
 assigned to Viacom Inc.  The Merger Credit Agreement provides
that Viacom Inc. will pay each bank a facility fee on such  
bank's commitment until November 18, 1994.                  

 The Merger Credit Agreement contains certain covenants which,
among other things, require Viacom Inc. to meet certain     
financial ratios.                                           

As of December 31, 1993, Viacom Inc. had promissory notes   
   outstanding in the aggregate amount of $26 million, in order to
finance expenses associated with the Mergers and expects to 
obtain additional financing as required to finance such     
expenses.                                                   

Viacom Inc. anticipates that, following the Mergers, Viacom 
  Inc., Paramount and Blockbuster, on a pro forma combined basis
(the "Combined Company") will have outstanding total        
indebtedness of approximately $10 billion ($8 billion if the
 Blockbuster Merger is not consummated) and 5% Preferred Stock
(as defined in "Capital Structure") with a liquidation      
preference of $1.2 billion ($1.8 billion if the Blockbuster 
  Merger is not consummated).  Of such $10 billion, $3.7 billion
was borrowed under the Merger Credit Agreement and must be  
repaid by November 18, 1994.  In addition, the $1.0 billion 

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borrowed under the Blockbuster Facility must be repaid by   
February 14, 1995 and both the Blockbuster Facility and a   
   previous Blockbuster credit agreement contain certain covenants
 and events of default, including a change of control default,
which will require either a waiver in connection with the   
   Blockbuster Merger or the refinancing of the indebtedness under
such Blockbuster facilities prior to the Blockbuster Merger.
 Accordingly, assuming consummation of the Blockbuster Merger,
the foregoing facilities, together with other current       
maturities, may require Viacom Inc. to refinance up to $5.7 
billion ($4.0 billion if the Blockbuster Merger is not      
consummated) within the next 12 months.  Viacom Inc. also   
 anticipates that, following the Mergers, the Combined Company
will fund its anticipated operating, investing and financing
  activities, including the anticipated cash requirements of its
joint ventures, commitments, capital expenditures, preferred
   stock dividend requirements and principal and interest payments
on outstanding indebtedness, through a variety of sources,  
 which may include, but may not be limited to, funds generated
internally by Viacom Inc. and its subsidiaries (including   
following the Mergers funds generated by Blockbuster and    
   Paramount), bank refinancing, and the public or private sale of
 debt or equity securities.  The Blockbuster Merger is subject
 to shareholder approval.  In the event the Blockbuster Merger
  is not consummated, Viacom Inc. believes that it will still be
capable of meeting all of its obligations.                  

 Viacom Inc. and the Company - Liquidity and Capital Resources
 -------------------------------------------------------------
(prior to the Paramount Offer and the Mergers)              
----------------------------------------------              

The Company's scheduled maturities of long-term debt through
    December 31, 1998, assuming full utilization of the $1.9 billion
    commitment under the Credit Agreement and $300 million under the
  Loan Facility Agreement, are $300 million (1994), $380 million
    (1995), $380 million (1996) $380 million (1997) and $380 million
   (1998).  On January 4, 1993, Viacom Inc. borrowed $42.2 million
from The Bank of New York ("BONY") pursuant to an unsecured 
credit agreement ("Term Loan Agreement") to satisfy its     
   obligation under the LTIP.  Viacom Inc. repaid $13.9 million of
debt under the Term Loan Agreement on January 15, 1994, the 
first scheduled maturity date.  The remaining $28.3 million 
    under the Term Loan Agreement matures on January 15, 1995.  (See
"Capital Structure " for defined terms and additional       
information).                                               

  The Company's joint ventures are expected to require estimated
  cash contributions of approximately $20 million to $40 million
in 1994. Capital expenditures are primarily related to      
    additional construction and equipment upgrades for the Company's
existing cable franchises, certain transponder payments and 
information system costs.  Planned capital expenditures,    

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including information systems costs, are approximately $150 
million to $170 million in 1994.                            

The Company was in compliance with all covenants and had    
    satisfied all financial ratios and tests as of December 31, 1993
   under its Credit Agreement and the Company expects to remain in
compliance and satisfy all such financial ratios and tests  
during 1994.                                                

   Debt as a percentage of total capitalization of Viacom Inc. was
47% at December 31, 1993 and 76% at December 31, 1992.  The 
decrease in debt as a percentage of total capitalization    
 resulted principally from the issuance of Preferred Stock (as
defined in "Capital Structure") during 1993.                

 The commitments of the Company for program license fees which
   are not reflected in the balance sheet as of December 31, 1993,
which are estimated to aggregate approximately $1.9 billion,
principally reflect commitments under SNI's exclusive       
arrangements with several  motion picture companies.  This  
   estimate is based upon a number of factors.  A majority of such
   fees are payable within the next seven years, as part of normal
programming expenditures of SNI.  These commitments are     
 contingent upon delivery of motion pictures which are not yet
   available for premium television exhibition and, in many cases,
have not yet been produced.                                 

During July 1991, the Company received reassessments from 10
 California counties of its Cable Division's real and personal
property, related to the June 1987 acquisition by NAI, which
could result in substantially higher California property tax
liabilities.  The Company is appealing the reassessments and
  believes that the reassessments as issued are unreasonable and
  unsupportable under California law.  The Company believes that
the final resolution of this matter will not have a material
effect on its consolidated financial position or results of 
operations.                                                 

   Net cash flow from operating activities increased 45% to $147.6
million in 1993 from $102.0 million in 1992, resulting from 
    increased net earnings before extraordinary items and cumulative
 effect of change in accounting principle, partially offset by
   increased payments for accrued expenses.  Net cash expenditures
  for investing activities of $128.4 million in 1993 principally
  reflects capital expenditures, the acquisitions of KXEZ-FM and
ICOM Simulations, Inc. and the additional investment in     
StarSight Telecast Inc. ("StarSight") and advances to Comedy
Central, partially offset by proceeds from the sale of the  
 Wisconsin cable system, proceeds related to the radio station
  swap and proceeds from the sale of an investment held at cost.
    Net cash expenditures for investing activities of $116.8 million
 in 1992 principally reflect capital expenditures, advances to

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Comedy Central and a deposit received on the sale of Viacom 
Cablevision of Wisconsin Inc.  Financing activities reflect 
borrowings and repayment of debt under the Credit Agreement 
during each period presented; the redemption of the 11.80 % 
  Notes and the issuance of the Preferred Stock during 1993, and
the redemption of the 11.50% Reset Notes and Discount       
  Debentures, and the issuance of the 9.125% Notes and the 8.75%
Reset Notes during 1992.                                    

Acquisitions and Ventures                                   
-------------------------                                   

   On November 1, 1993, the Company exchanged KIKK-AM/FM, Houston,
    Texas, for Westinghouse Broadcasting Company, Inc.'s WCXR-FM and
WCPT-AM, Washington, D.C., and cash.                        

   On June 16, 1993, the Company purchased KXEZ-FM (formerly KQLZ-
  FM), Los Angeles, California from Westwood One Stations Group-
LA, Inc. for $40 million in cash and certain other          
consideration.  The Company sold KXEZ-FM to Viacom Inc. in  
exchange for a $40 million promissory note.                 

   On May 5, 1993, the Company completed the purchase of privately
held ICOM Simulations, Inc.                                 

On March 31, 1993, the Company increased its percentage of  
   ownership in StarSight.  On August 5, 1993, StarSight completed
   an initial public offering of 3,105,000 shares of common stock.
On September 16, 1993, the Company exercised a warrant to   
  purchase 833,333 shares of StarSight common stock at a cost of
    $5.625 per share.  In November 1993, the Company transferred its
    ownership percentage in StarSight to a consolidated affiliate of
  the Company.  As a result of these transactions, the affiliate
of the Company's percentage ownership of StarSight is       
    approximately 21%.  The investment in StarSight is accounted for
under the equity method.                                    

    In December 1992, the Company entered into a 50-50 joint venture
called Nickelodeon (UK) with a subsidiary of British Sky    
Broadcasting Limited.  Nickelodeon (UK) began airing on     
   September 1, 1993.  The Company's investment is accounted under
the equity method and therefore the results of operations is
included in "Equity in loss of affiliated companies, net of 
tax."                                                       

    The Company exchanged KHOW-AM and FM, Denver, Colorado for Noble
  Broadcast Group, Inc.'s KNDD-FM, Seattle, Washington effective
December 28, 1992.                                          

        On August 30, 1991, Viacom Inc. increased its interest in MTV EUROPE
  to 100% through the purchase of the 50.01% interest held by an
       affiliate of Mirror Group Newspapers.  The approximate value of the
purchase was $65.0 million, which included intangibles of   

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       approximately $61.6 million.  As consideration for the sale, Viacom
    Inc. issued 2,210,884 shares of Viacom Class B Common Stock (see
"Capital Structure").                                       

Capital Structure                                           
-----------------                                           

      The following table and related notes set forth the capitalization
        of Viacom Inc. and subsidiaries as of December 31, 1993 and December
31, 1992:                                                   

                                                    December 31,  December 31,
                                                   1993         1992
                                                   -----------   -----------
                                                    (Thousands of Dollars)
        Current portion of long-term debt          $    55,004  $         --
                                                   ===========  ============

Long-term debt:                                             
          Notes payable to banks (a)               $ 1,928,271     1,648,984
          11.8% Senior Subordinated Notes due               --       298,000
1998 (b)                                            
          9.125% Senior Subordinated Notes due         150,000       150,000
1999 (c)                                            
          8.75% Senior Subordinated Reset Notes        100,000       100,000
due 2001 (d)                                        
          10.25% Senior Subordinated Notes due         200,000       200,000
2001 (e)                                            
          5.75% Convertible Subordinated                    15            30
Debentures due 2001                                 
                                                   -----------  ------------

            Total long-term debt                   $ 2,378,286  $  2,397,014
                                                   ===========  ============

Shareholders' equity (f):                                   
          Preferred Stock                          $ 1,800,000  $         --
          Common Stock and additional paid-in          922,072       918,671
capital                                             
           Accumulated deficit                           (3,958)     (162,160)
                                                   -----------  ------------
        Total shareholders' equity                 $ 2,718,114  $    756,511
                                                   ===========  ============

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     (a) -- At December 31, 1993, there were aggregate borrowing
      facilities of $1.9 billion and $300 million under (i) an unsecured
       credit agreement guaranteed by Viacom Inc. (amended and restated as
      of January 17, 1992 (as amended, the "Credit Agreement") among the
      Company, the named banks ("Banks"), Citibank, N.A. ("Citibank") as
   agent and The Bank of New York ("BONY") as co-agent and (ii) an
     unsecured credit agreement, dated June 2, 1993, among the Company
  and the named banks and BONY and Citibank as agents (the "Loan
    Facility Agreement").  The Loan Facility Agreement has a 364-day
       term and is identical to the Credit Agreement in all other material
terms and conditions.  Borrowings of $1.765 billion were    
   outstanding under the Credit Agreement as of December 31, 1993,
     including $274 million aggregate principal amount assumed by five
       subsidiaries of the Company ("Subsidiary Obligors").  Borrowings of
      $150 million were outstanding under the Loan Facility Agreement as
  of December 31, 1993, $135 million of which were classified as
long-term.                                                  

       Subsequent to December 31, 1993, Viacom Inc. borrowed approximately
      $3.7 billion pursuant to the Merger Credit Agreement in connection
 with the Paramount Merger (see "Paramount Merger, Blockbuster
Merger and Related Transactions").                          

       The following is a summary description of the Credit Agreement. The
     description does not purport to be complete and should be read in
conjunction with the Credit Agreement.                      

The Credit Agreement provides for three facilities:         

          Facility A   -     $700 million under a term loan having a final
          maturity of June 30, 1999;

          Facility B   -     $926 million under a revolver, which converts
                            on January 1, 1995 into a term loan having a
                    final maturity of June 30, 1999; and

          Facility B-1 -     $274 million under a term loan having a final
          maturity of June 30, 1999.

     The interest rate on all loans made under the three facilities is
      based upon Citibank, N.A.'s base rate, the domestic certificate of
     deposit rate or the London Interbank Offered Rate and is affected
     by the Company's leverage ratio. At December 31, 1993, the London
    Interbank Offered Rates (upon which the Company's borrowing rate
     was based) for borrowing periods of one month and two months were
       3.25% and 3.3125%, respectively.  The Company is permitted to issue
   commercial paper with a maturity at the time of issuance not to
exceed nine months, provided that following each issuance of

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       commercial paper, (i) the aggregate face amount of commercial paper
       outstanding shall not exceed $500 million less the aggregate amount
     of competitive bid rate borrowings (described below), outstanding
      at such time and (ii) the aggregate amount of all Facility B loans
 and competitive bid rate loans outstanding, together with the
    aggregate face amount of commercial paper outstanding, shall not
      exceed $926 million.  The Company is also permitted to make short-
      term competitive bid rate borrowings from the Banks until December
1, 1994, provided that following the making of each proposed
   competitive bid rate borrowing, (i) the aggregate amount of the
competitive bid rate loans outstanding shall not exceed $500
million less the aggregate face amount of commercial paper  
     outstanding and (ii) the aggregate amount of all Facility B loans
 and competitive bid rate loans outstanding, together with the
    aggregate face amount of commercial paper outstanding, shall not
exceed $926 million.                                        

 The Company and Subsidiary Obligors are required to repay the
 principal outstanding under the Credit Agreement in quarterly
     payments equal to percentages of the original aggregate principal
       amount with respect to the Facility A loans and Facility B-1 loans,
and of the outstanding principal amount with respect to the 
     Facility B loans, under the Credit Agreement, in the amount of 5%
   for the period commencing January 2, 1995 through and including
    January 2, 1999; and 7.5% on April 1, 1999 and on June 30, 1999.

The Company may prepay at any time a portion or all of the  
principal outstanding under the Credit Agreement.  Any such 
       optional prepayments shall be applied to the remaining installments
    of Facility A and Facility B loans in the order that the Company
      designates.  The Company is required to make mandatory prepayments
       upon receipt of net cash sale proceeds in connection with permitted
     sales of assets not in the ordinary course of business.  All such
      prepayments shall be applied until December 31, 1994 to reduce the
     Facility B loans outstanding; provided, however, that any amounts
     so repaid may be reborrowed prior to December 31, 1994.  All such
 prepayments after December 31, 1994 shall be applied pro rata
     against the remaining installments of first, the Facility A loans
    and second, the Facility B loans.  In the event of a sale of the
       stock or substantially all of the assets of any Subsidiary Obligor,
       the Facility B-1 loan of such Subsidiary Obligor shall be repaid in
full; provided, however, that upon such prepayment prior to 
   December 31, 1994, the Facility B commitment of each Facility B
      Bank shall be increased by an amount equal to the principal amount
      of such Facility B Bank's Facility B-1 loan prepaid as a result of
   such prepayment and such amounts may be borrowed by the Company
  prior to December 31, 1994.  The Company is required to prepay
      principal outstanding under the Credit Agreement with the proceeds
       of certain issuances of unsecured senior debt in an amount equal to
   the proceeds so received, together with accrued interest to the
      date of such prepayment on the principal amount prepaid, with such
    prepayments applied against remaining installments of first, the

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Facility A loans and second, the Facility B loans.          

      The Credit Agreement contains certain covenants which, among other
    things, require the Company to maintain certain financial ratios
      and impose on the Company and its subsidiaries certain limitations
on (i) the incurrence of indebtedness or the guarantee or   
assumption of indebtedness of another; (ii) the creation or 
 incurrence of mortgages, pledges or security interests on the
   property or assets of the Company or any of its subsidiaries in
    order to secure debt or the sale of assets of the Company or its
       subsidiaries; (iii) the merger or consolidation of the Company with
  any person or other entity; (iv) the incurrence of capitalized
   leases and purchase money indebtedness; (v) the payment of cash
     dividends or the redemption or repurchase of any capital stock of
the Company; and (vi) investments and acquisitions.         

  The Credit Agreement also contains certain customary events of
       default.  The Credit Agreement also provides that it is an event of
      default if National Amusements, Inc. ("NAI") fails to own at least
     51% of the outstanding voting stock of Viacom Inc. or Viacom Inc.
    fails to own at least 67% of the outstanding voting stock of the
Company.                                                    

 Under the restrictions contained in the Credit Agreement, the
       Company is prohibited from (i) paying any dividends on its stock to
  Viacom Inc. for the purpose of enabling Viacom Inc. to pay any
   dividend on its common stock, or (ii) making any other dividend
     payments to Viacom Inc. (other than for certain limited specified
     purposes, including the satisfaction of Viacom Inc.'s obligations
   under the LTIP), unless its total leverage ratio is less than a
specified amount.                                           

The Company is required to pay a commitment fee based on the
aggregate average daily unborrowed portion of the Facility B
       commitment, with any amounts outstanding under competitive bid rate
      loans and commercial paper being deemed unborrowed for the purpose
       of calculating the commitment fee.  The Company also is required to
    pay certain agency fees to the agent.  The Credit Agreement does
not require compensating balances.                          

    On January 4, 1993, Viacom Inc. borrowed $42.2 million from BONY
       pursuant to the Term Loan Agreement.  The interest rate in the Term
Loan Agreement is based upon BONY's prime rate or the London
     Interbank Offered Rate.  Viacom Inc. repaid $13.9 million of debt
under the Term Loan Agreement on January 15, 1994, the first
   scheduled maturity date.  The remaining $28.3 million under the
Term Loan Agreement matures on January 15, 1995.            

Viacom Inc. may prepay at any time a portion or all of the  
    principal amount outstanding under the Term Loan Agreement.  Any
      such optional prepayments shall be applied to reduce the principal
       installment due January 1995 and shall include all accrued interest

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       on the amount of principal prepaid.  Viacom Inc. shall be obligated
       to prepay the loan in the amount of any dividends received from the
Company.                                                    

   The Term Loan Agreement contains certain covenants which impose
      certain limitations on (i) the incurrence of indebtedness and (ii)
    payment of cash dividends or the redemption or repurchase of any
   capital stock of Viacom.  The Term Loan Agreement also contains
     certain customary events of default.  The Term Loan Agreement has
     been amended to allow Viacom Inc. to complete the Paramount Offer
and Paramount Merger.                                       

The indebtedness under the Credit Agreement, Loan Facility  
      Agreement and Term Loan Agreement bear interest at floating rates,
causing the Company to be sensitive to changes in prevailing
     interest rates.  The Company enters into interest rate protection
 agreements with off-balance sheet risk in order to reduce its
    exposure to changes in interest rates on its variable rate long-
 term debt.  These interest rate protection agreements include
     interest rate swaps and interest rate caps. At December 31, 1993,
       the Company and Viacom Inc. had interest rate protection agreements
      outstanding with commercial banks, with respect to $1.1 billion of
       indebtedness under the Credit Agreement and $42.2 million under the
 Term Loan Agreement.  These agreements effectively change the
       Company's interest exposure under the Credit Agreement to a ceiling
of 5.64% on the interest rate caps, and under the Term Loan 
   Agreement to a fixed weighted average rate of 6.65% on interest
      rate swaps.  The interest rate protection agreements are in effect
      for a fixed period of time.  The Company is exposed to credit loss
in the event of nonperformance by the counterparties to the 
agreements.  However, the Company does not anticipate       
nonperformance by the counterparties.                       

       The Company had commercial paper outstanding of $60.9 million as of
December 31, 1993.                                          

 The Company also has aggregate money market facilities of $40
million, all of which was available at December 31, 1993.   

       (b) -- On July 15, 1993, the Company redeemed all of the $298
million principal amount outstanding of the 11.80% Senior   
      Subordinated Notes ("11.80% Notes") at a redemption price equal to
     103.37% of the principal amount plus accrued interest to July 15,
      1993.  The Company recognized an after-tax extraordinary loss from
  the early extinguishment of debt of $8.9 million, net of a tax
  benefit of approximately $6.1 million on the transaction.  The
     Company borrowed the funds necessary for the redemption under its
bank credit facilities.                                     

  (c) -- On March 4, 1992, the Company issued $150 million
  aggregate principal amount of 9.125% Senior Subordinated Notes
("9.125% Notes") due August 15, 1999.  Interest is payable  

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    semiannually on February 15 and August 15, commencing August 15,
     1992.  The 9.125% Notes may not be redeemed prior to February 15,
     1997.  They are redeemable at the option of the Company, in whole
      or in part, during the 12 month period beginning February 15, 1997
     at a redemption price of 102.607% of the principal amount, during
      the 12 month period beginning February 15, 1998 at 101.304% of the
      principal amount, and on or after February 15, 1999 at 100% of the
principal amount.  Any such redemption will include accrued 
      interest to the redemption date.  The 9.125% Notes are not subject
to any sinking fund requirements.                           

 (d) -- On May 28, 1992, the Company issued $100 million
       aggregate principal amount of 8.75% Senior Subordinated Reset Notes
   ("8.75% Reset Notes") due on May 15, 2001.  Interest is payable
   semiannually on May 15 and November 15, commencing November 15,
1992.  On May 15, 1995 and May 15, 1998, unless a notice of 
      redemption of the 8.75% Reset Notes on such date has been given by
    the Company, the interest rate on the 8.75% Reset Notes will, if
       necessary, be adjusted from the rate then in effect to a rate to be
    determined on the basis of market rates in effect on May 5, 1995
       and on May 5, 1998, respectively, as the rate the 8.75% Reset Notes
    should bear in order to have a market value of 101% of principal
    amount immediately after the resetting of the rate.  In no event
 will the interest rate be lower than 8.75% or higher than the
  average three year treasury rate (as defined in the indenture)
    multiplied by two.  The interest rate reset on May 15, 1995 will
       remain in effect on the 8.75% Reset Notes through and including May
       15, 1998 and the interest rate reset on May 15, 1998 will remain in
      effect on the 8.75% Reset Notes thereafter.  The 8.75% Reset Notes
    are redeemable at the option of the Company, in whole but not in
   part, on May 15, 1995 or May 15, 1998, at a redemption price of
101% of principal amount plus accrued interest to, but not  
     including, the date of redemption.  The 8.75% Reset Notes are not
subject to any sinking fund requirements.                   

       (e) -- On September 15, 1991, the Company issued $200 million
  aggregate principal amount of 10.25% Senior Subordinated Notes
 ("10.25% Notes") due September 15, 2001.  Interest is payable
   semiannually on March 15 and September 15, commencing March 15,
      1992.  The 10.25% Notes are not redeemable by the Company prior to
  maturity and are not subject to any sinking fund requirements.

        (f) -- On December 31, 1993, there were 53,449,325 outstanding
shares of Viacom Class A Common Stock (100,000,000 shares   
   authorized) and 67,347,131 outstanding shares of Viacom Class B
Common Stock (150,000,000 shares authorized).               

   On October 22, 1993, Blockbuster purchased 24 million shares of
     cumulative convertible preferred stock, par value $.01 per share,
     of Viacom Inc. ("Series A Preferred Stock") for $600 million.  On
       November 19, 1993, NYNEX Corporation ("NYNEX") purchased 24 million
    shares of cumulative convertible preferred stock, par value $.01

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       per share, of Viacom Inc. ("Series B Preferred Stock," collectively
  with the Series A Preferred Stock, "Preferred Stock") for $1.2
   billion.  Series A Preferred Stock and Series B Preferred Stock
    have liquidation preferences of $25 per share and $50 per share,
     respectively.  The Preferred Stock has an annual dividend rate of
      5%, is convertible into shares of Viacom Class B Common Stock at a
      conversion price of $70 and does not have voting rights other than
       those required by law.  The Preferred Stock is redeemable by Viacom
     Inc. at declining premiums after five years.  The Preferred Stock
      purchased by Blockbuster will be canceled upon consummation of the
      Blockbuster Merger.  Both NYNEX and Blockbuster may, under certain
  limited circumstances, require Viacom Inc. to repurchase their
     respective preferred shares, but such right does not inure to the
benefit of subsequent holders of such preferred shares.     

    NAI holds approximately 76.3% and the public holds approximately
    23.7% of outstanding Viacom Inc. Common Stock as of December 31,
 1993.  NAI's percentage of ownership consists of 85.2% of the
outstanding Viacom Class A Common Stock and 69.1% of the    
     outstanding Viacom Class B Common Stock, as of December 31, 1993.
Pursuant to a purchase program initiated in August 1987, NAI
announced its intention to buy, from time to time, up to an 
  additional 3,000,000 shares of Viacom Class A Common Stock and
    2,423,700 shares of Viacom Class B Common Stock.  As of December
   31, 1993, NAI had acquired an aggregate of  3,374,300 shares of
  Common Stock, consisting of 1,466,200 shares of Viacom Class A
     Common Stock and 1,908,100 shares of Viacom Class B Common Stock,
    pursuant to this buying program.  On August 20, 1993, NAI ceased
making purchases of Common Stock.                           

       _____________________

    The Company and Viacom Inc. filed a shelf registration statement
   with the Securities and Exchange Commission ("SEC") registering
    $800 million of debt securities (or, if such debt securities are
       issued at an original issue discount, such greater principal amount
as shall result in an aggregate offering price equal to $800
      million) guaranteed by Viacom Inc.  The registration statement was
    declared effective by the SEC on March 11, 1993.  Some or all of
   the debt securities may be issued by the Company in one or more
offerings.                                                  

 During April 1993, the Company and Viacom Inc. terminated the
   prior shelf registration statement, under which an aggregate of
$300 million principal amount of additional debt securities 
remained available.                                         

  NAI, Sumner M. Redstone and the Company each have purchased on
     the open market and may in the future continue to purchase on the
    open market or in privately negotiated transactions certain debt
    securities of the Company.  During 1993, there were no purchases
of debt securities made by NAI, Sumner M. Redstone or the   

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   Company.  During 1992, Sumner M. Redstone purchased directly or
   beneficially $350,000, $605,000, $15,000 and $200,000 of 11.50%
Senior Subordinated Extendible Reset Notes, 9.125% Senior   
  Subordinated Notes, 10.25% Senior Subordinated Notes and 8.75%
    Senior Subordinated Reset Notes, respectively.  During 1991, NAI
and Sumner M. Redstone purchased $3,110,000 and $869,000 of 
     11.80% Senior Subordinated Notes, respectively.  During 1991, NAI
   purchased $311,000 of the 11.50% Senior Subordinated Extendible
 Reset Notes.  During December 1991, the Company purchased $43
     million of Discount Debentures at an average price of 107.375% of
their principal amount plus accrued interest.               

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                            

REPORT OF INDEPENDENT ACCOUNTANTS                                               
---------------------------------                                               

To the Boards of Directors and                                                  
Shareholders of Viacom Inc. and                                                 
Viacom International Inc.                                                       

In our opinion, the accompanying consolidated balance sheets and the related    
consolidated statements of operations, of cash flows and of shareholders'       
equity present fairly, in all material respects, the financial position of      
Viacom Inc. and its subsidiaries and of Viacom International Inc., a wholly-    
owned subsidiary of Viacom Inc., and its subsidiaries, at December 31, 1993 and 
1992, and the results of their operations and their cash flows for each of the  
three years in the period ended December 31, 1993, in conformity with generally 
accepted accounting principles.  These financial statements are the             
responsibility of the management of Viacom Inc. and Viacom International Inc.;  
our responsibility is to express an opinion on these financial statements based 
on our audits.  We conducted our audits of these statements in accordance with  
generally accepted auditing standards which require that we plan and perform    
the audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a test      
basis, evidence supporting the amounts and disclosures in the financial         
statements, assessing the accounting principles used and significant estimates  
made by management, and evaluating the overall financial statement              
presentation.  We believe that our audits provide a reasonable basis for the    
opinion expressed above.                                                        

As discussed in Note 7 to the financial statements, Viacom Inc. and Viacom      
International Inc. adopted Statement of Financial Accounting Standards No. 109, 
"Accounting For Income Taxes" in 1993.                                          

PRICE WATERHOUSE                                                                

1177 Avenue of the Americas                                                     
New York, New York   10036                                                      
February 4, 1994, except as to Note 2, which is as of March 11, 1994            

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MANAGEMENT'S STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING                
----------------------------------------------------------------                

Management has prepared and is responsible for the consolidated financial       
statements and related notes of Viacom Inc.  They have been prepared in         
accordance with generally accepted accounting principles and necessarily        
include amounts based on judgments and estimates by management.  All financial  
information in this annual report is consistent with the consolidated           
financial statements.                                                           

The Company maintains internal accounting control systems and related policies  
and procedures designed to provide reasonable assurance that assets are         
safeguarded, that transactions are executed in accordance with management's     
authorization and properly recorded, and that accounting records may be relied  
upon for the preparation of consolidated financial statements and other         
financial information.  The design, monitoring, and revision of internal        
accounting control systems involve, among other things, management's judgment   
with respect to the relative cost and expected benefits of specific control     
measures.  The Company also maintains an internal auditing function which       
evaluates and reports on the adequacy and effectiveness of internal accounting  
controls, policies and procedures.                                              

Viacom Inc.'s consolidated financial statements have been audited by Price      
Waterhouse, independent public accountants, who have expressed their opinion    
with respect to the presentation of these statements.                           

The Audit Committee of the Board of Directors, which is comprised solely of     
directors who are not employees of the Company, meets periodically with the     
independent accountants, with our internal auditors, as well as with            
management, to review accounting, auditing, internal accounting controls and    
financial reporting matters.  The Audit Committee is also responsible for       
recommending to the Board of Directors the independent accounting firm to be    
retained for the coming year, subject to stockholder approval.  The independent 
accountants and the internal auditors have full and free access to the Audit    
Committee with and without management's presence.                               

           VIACOM INC.

             By: /s/Frank J. Biondi, Jr.
                                   -----------------------------------------
                    Frank J. Biondi, Jr.
                                  President, Chief Executive Officer

             By: /s/George S. Smith, Jr.
                                  ------------------------------------------
                    George S. Smith, Jr.
                      Senior Vice President,
                       Chief Financial Officer

       By: /s/Kevin C. Lavan
                                  ------------------------------------------
              Kevin C. Lavan
                          Vice President, Controller
                            and Chief Accounting Officer

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VIACOM INC. AND               
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES              
CONSOLIDATED STATEMENTS OF OPERATIONS               
-------------------------------------               
(Thousands of dollars, except per share amounts)              

                               Year Ended December 31,
                              ------------------------------
                               1993        1992       1991
                               ----        ----       ----

Revenues                               $2,004,949  $1,864,683 $1,711,562        

Expenses:                                                                       
Operating                               877,609     853,977    790,816      
Selling, general and administrative     589,288     517,977    475,648      
Depreciation and amortization           153,057     144,802    132,864      
                                ---------  ---------- ----------
Total expenses                     1,619,954   1,516,756  1,399,328   
                                ---------  ----------  ---------
Earnings from operations                  384,995     347,927    312,234        

Other income (expense):                                                         
Interest expense, net                  (144,953)   (194,104)  (297,451)     

Other items, net (See Note 14)           61,774       1,756     (6,536)     
                                ---------  ----------  ---------
Earnings before income taxes              301,816     155,579      8,247        

Provision for income taxes                129,815      84,848     42,060        
Equity in loss of affiliated                                                    
companies, net of tax                    (2,520)     (4,646)   (12,743)     
                                ---------  ----------  ---------

Earnings (loss) before extraordinary                                            
losses and cumulative effect of                                             
change in accounting principle          169,481      66,085    (46,556)     

Extraordinary losses, net of tax (See                                           
Note 4)                                  (8,867)    (17,120)    (3,101)     

Cumulative effect of change in                                                  
accounting principle                     10,338          --         --      
                                ---------  ----------  ---------

Net earnings (loss)                       170,952      48,965    (49,657)       

Cumulative convertible preferred stock                                          
dividend requirement of Viacom Inc.      12,750          --         --      
                                ---------  ----------  ---------

Net earnings (loss) attributable to                                             
common stock                          $ 158,202   $  48,965  $ (49,657)     
                                 =========   =========  ==========

Weighted average number of common                                               
shares                                  120,607     120,235    113,789      

Net earnings (loss) per common share:                                           
Earnings (loss) before extraordinary                                        
losses and cumulative effect of                                         
change in accounting principle      $   1.30    $     .55  $    (.41)   
Extraordinary losses                      (.07)        (.14)      (.03)     
Cumulative effect of change in                                            
accounting principle                       .08           --         --      
                                ---------  ----------  ---------

Net earnings (loss)                  $    1.31   $     .41  $    (.44)    
                                =========   =========  =========

See notes to consolidated financial statements.               

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
--------------------------- 
(Thousands of dollars)

                                December 31,
                               -------------------------
                               1993           1992
                               ----           ----
Assets                                                                          

Current Assets:                                                                 
Cash and cash equivalents                $1,882,381     $   48,428          
Receivables, less allowances of $33,889                                     
and $25,779                               351,765        319,804        
Distribution fees advanced and                                              
committed, current                         18,620         19,631        
Program rights and deferred program                                         
costs, current                            264,212        215,109        
Prepaid distribution costs                   73,722         89,723          
Other current assets                         95,693         65,793          
                               ----------     ----------

Total current assets                      2,686,393        758,488          

Property and Equipment:                                                         
Land                                         16,486         17,869          
Buildings                                    41,627         37,486          
Cable television systems                    414,918        388,170          
Broadcasting facilities                      52,100         50,665          
Equipment and other                         349,332        258,565          
Construction in progress                     26,982         10,858          
                               -----------    ----------
                                  901,445        763,613
Less accumulated depreciation               347,243        306,548          
                               ----------     ----------

Net property and equipment                554,202        457,065        
                               ----------     ----------

Distribution fees advanced and committed,                                       
non-current                                 263,281        228,784          

Program rights and deferred program                                             
costs, non-current                          526,247        462,122          

Intangibles, at amortized cost              2,180,571      2,195,936            

Other assets                                  206,174        214,699            
                               ----------     ----------

                               $6,416,868     $4,317,094
                               ==========     ==========

See notes to consolidated financial statements. 

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
--------------------------- 
(Thousands of dollars, except per share amounts)

                                December 31,
                                 -----------------------
                                 1993           1992
                                 ----           ----

Liabilities and Shareholders' Equity                                            

Current Liabilities:                                                            
Accounts payable                      $   96,579     $   71,199       
Accrued interest                          20,684         38,229       
Deferred income, current                  50,930         68,295       
Other accrued expenses                   264,921        290,937       
Income taxes                             140,453         96,529       
Owners' share of distribution revenue    139,081        158,351       
Program rights, current                  197,966        187,956       
Current portion of long-term debt         55,004             --       
                               ----------     ----------
Total current liabilities                965,618        911,496       
                               ----------     ----------

Long-term debt                              2,378,286      2,397,014            
Program rights, non-current                    86,752         92,886            
Other liabilities                             268,098        159,187            

Commitments and contingencies (See Note 10)                                     

Shareholders' Equity of Viacom Inc. (See                                        
Notes 1 and 6):                                                         
Preferred Stock, par value $.01 per share;                                  
100,000,000 shares authorized;                                          
48,000,000 shares issued                                                
and outstanding; stated at liquidation                                  
value                                   1,800,000             --        
A Common Stock, par value $.01 per share;                                   
100,000,000 shares authorized;                                          
53,449,325 (1993) and 53,380,390                                        
(1992) shares issued and outstanding          535            534        
B Common Stock, par value $.01 per share;                                   
150,000,000 shares authorized;                                          
67,347,131 (1993) and 67,069,688                                        
(1992) shares issued and outstanding          673            671        
Additional paid-in capital                  920,864        917,466          
Accumulated deficit                          (3,958)      (162,160)         
                               ----------     ----------
Total shareholders' equity                2,718,114        756,511          
                               ----------     ----------
                               $6,416,868     $4,317,094
                               ==========     ==========

See notes to consolidated financial statements. 

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 
------------------------------------- 

                                             Year Ended December 31,
                                              --------------------------------
                                              1993        1992        1991
                                              ----        ----        ----
                                              (Thousands of dollars)
Net cash flow from operating activities:                                        

  Net earnings (loss)                          $170,952    $ 48,965   $ (49,657)
Adjustments to reconcile net earnings                                       
(loss) to net cash flow from operating                              
activities:                                                         
   Depreciation and amortization               153,057     144,802     132,864
Interest accretion and interest in kind                                 
     on debentures                                  --          --      59,196
   Reserve for litigation (See Note 14)             --      33,000          --
Equity in loss of affiliated companies,                                 
     net of tax                                  2,520       4,646      12,743
Gain on the sale of the cable system,                                   
     net of tax                                (45,873)         --          --
Gain on the sale of investment held at                                  
     cost, net of tax                          (10,882)         --          --
   Extraordinary losses, net of tax              8,867      17,120       3,101
   Deferred compensation         .               3,924       8,202      12,328
Provision (benefit) for deferred income                                 
      taxes                                      24,364      15,068      (8,756)
(Decrease) increase in accounts payable                                 
     and accrued expenses                      (17,189)     53,400       6,831
    Increase in receivables                     (31,881)    (49,756)    (61,929)
Increase in programming related assets                                  
      and liabilities, net                     (137,549)   (138,568)    (66,391)
   Increase in income taxes payable             58,501       7,389      37,732
    (Decrease) increase in deferred income       (8,999)     22,933      (2,384)
(Increase) decrease in unbilled                                         
      receivables                                (6,516)     17,749     (27,630)
   Payment of LTIP liability                    (3,606)    (68,599)         --
   Other, net                                  (12,080)    (14,362)     21,819
                                            ----------   ---------   ---------
Net cash flow from operating activities         147,610     101,989      69,867 
                                            ----------   ---------   ---------

Investing activities:                                                           
  Capital expenditures                         (135,011)   (110,222)    (72,157)
Investments in and advances to                                              
    affiliated companies.                       (21,618)    (23,708)    (44,372)
 Advances from affiliated companies             13,441       9,447       5,546
Proceeds from sale of cable system and                                      
   radio station                                93,739      20,000          --
Proceeds from sale of investment held at                                    
   cost                                         18,140          --          --
 Proceeds from sale of transponders             51,000          --          --
 Acquisitions                                  (82,197)         --          --
 Deposits on transponders                      (49,934)     (9,723)         --
 Payment of deferred merger costs              (15,382)         --          --
  Other, net                                       (616)     (2,636)     (4,120)
                                            ----------   ---------   ---------
Net cash flow from investing activities        (128,438)   (116,842)   (115,103)
                                            ----------   ---------   ---------

Financing activities:                                                           
Borrowings from banks under credit                                          
   facilities                                  334,291   8,343,967   6,695,048
Repayments to banks under credit                                            
    facilities                                       --  (7,968,466) (6,764,593)
 Issuance of notes                                  --     250,000     200,000
  Redemption of notes and debentures           (298,015)   (549,454)   (407,580)
 Issuance of Preferred Stock                 1,800,000          --          --
 Issuance of B Common Stock                         --          --     317,987
  Payment of deferred financing costs           (18,106)    (22,659)     (5,869)
  Payment of premium on redemption of notes     (10,054)    (19,753)     (4,078)
  Other, net                                      6,665         924         (18)
                                            ----------   ---------   ---------
Net cash flow from financing activities       1,814,781      34,559      30,897 
                                            ----------   ---------   ---------

Net increase (decrease) in cash and cash                                        
  equivalents                                 1,833,953      19,706     (14,339)
Cash and cash equivalents at beginning of                                       
 year                                           48,428      28,722      43,061
                                            ----------   ---------   ---------
Cash and cash equivalents at end of year     $1,882,381   $  48,428   $  28,722 
                                            ==========   =========   =========

See notes to consolidated financial statements. 

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--  

VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS 
----------------------- 
OF SHAREHOLDERS' EQUITY 
----------------------- 
(Thousands of dollars)

                                                        [Enlarge/Download Table]
                                                                                                 
                          Preferred     A Common Stock      B Common Stock   Paid-in  Accumulated
                            Stock      Shares    Amount    Shares    Amount  Capital    Deficit  
                            -----      ------    ------    ------    ------  -------    -------  
                                                                                                 
Viacom Inc:                                                                                      
-----------                                                                                      

December 31, 1990                --  53,365,870  $  534  53,365,870  $  534  $526,563  $(161,468)

Issuance of B Common                                                                             
  Stock                          --          --      --  13,492,484     135   382,780         -- 
Exercise of stock                                                                                
  options                        --         583      --         583      --        33         -- 
Conversion of 5.75%                                                                              
  debentures                     --         700      --         700      --        39         -- 
Net loss                         --          --      --          --      --        --    (49,657)
                         ----------  ----------  ------  ----------  ------  --------  --------- 

December 31, 1991                --  53,367,153     534  66,859,637     669   909,415   (211,125)
                         ----------  ----------  ------  ----------  ------  --------  --------- 

B Common Stock issued                                                                            
  as satisfaction of                                                                             
  LTIP liability                 --          --      --     177,897       2     6,892         -- 
Exercise of stock                                                                                
  options                        --      13,187      --      32,104      --     1,157         -- 
Conversion of 5.75%                                                                              
  debentures                     --          50      --         50       --         2         -- 
Net earnings                     --          --      --         --       --        --     48,965 
                         ----------  ----------  ------  ----------  ------  --------  --------- 

December 31, 1992                --  53,380,390     534  67,069,688     671   917,466   (162,160)
                         ----------  ----------  ------  ----------  ------  --------  --------- 

Issuance of Series A                                                                             
  and Series B Preferred                                                                         
  Stock                  $1,800,000          --      --          --       --   (5,363)        -- 
Exercise of stock                                                                                
  options                        --      68,935       1     277,443        2    8,761         -- 
Net earnings                     --          --      --          --       --       --    170,952 
Preferred Stock                                                                                  
  dividend requirements          --          --      --          --      --        --    (12,750)
                         ----------  ----------  ------  ----------  ------  --------  --------- 

December 31, 1993        $1,800,000  53,449,325    $535  67,347,131    $673  $920,864  $  (3,958)
                         ==========  =========   ======  ==========  ======  ========  ========= 

See notes to consolidated financial statements. 

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

1) SUMMARY OF ACCOUNTING POLICIES                                               

Basis of Presentation -Viacom Inc. (together with its consolidated              
subsidiaries, unless the context otherwise requires, "Viacom Inc.") is a        
holding company whose principal asset is the common stock of Viacom             
International Inc. (together with its consolidated subsidiaries, unless the     
context otherwise requires, the "Company").  The Company is a diversified       
entertainment and communications company with operations in four principal      
segments: Networks, Entertainment, Cable Television and Broadcasting.           

The primary differences between Viacom Inc.'s and the Company's financial       
statements include the following factors:  a) the capitalization of the two     
companies -- the Company's shareholders' equity reflects the contribution to    
capital of Viacom Inc.'s exchangeable preferred stock, which was exchanged for  
15.5% Junior Subordinated Exchange Debentures due 2006 (the "Exchange           
Debentures") on March 31, 1989 which in turn were fully redeemed during 1991;   
b) during 1993, Viacom Inc. issued $1.8 billion of 5% cumulative convertible    
preferred stock (see Note 6) and declared related preferred stock dividends of  
$12.8 million, c) certain general and administrative expenses recorded by       
Viacom Inc. of $5.0 million (1993), $9.0 million (1992) and $12.9 million       
(1991), which include transactions associated with the long-term deferred       
incentive compensation plans; and d) Viacom Inc. recorded net interest income   
of $3.1 million (1993) and net interest expense of $45.2 million (1991).        

Certain amounts reported on the balance sheet and statements of cash flows for  
prior years have been reclassified to conform with the current presentation.    

Principles of Consolidation - The consolidated financial statements include the 
accounts of Viacom Inc., the Company and all investments of more than 50% in    
subsidiaries and other entities.  All significant intercompany transactions     
have been eliminated.  Investments in affiliated companies of more than 20% but 
less than or equal to 50% are accounted for under the equity method.            
Investments of 20% or less are accounted for under the cost method.  In 1993,   
the fiscal year end for certain foreign operations was changed from October 31  
to December 31.                                                                 

Cash Equivalents - Cash equivalents are defined as short-term (3 months or      
less) highly liquid investments.                                                

Program Rights - The Company acquires rights to exhibit programming on its      
broadcast stations or cable networks, and produces its own programs.  The costs 
incurred in acquiring and producing programs are capitalized and amortized over 
the license period or over the estimated exhibition life of the program.  Costs 
related to the production of programs are either charged to earnings or         
capitalized to the extent they are estimated to be recoverable from future      
revenue. Program rights and the related liabilities are recorded at the gross   
amount of the liabilities when the license period has begun, the cost of the    
program is determinable and the program is accepted and available for airing.   

Program Distribution - Fees for distributing television shows and feature films 
are recognized  upon billing over contractual periods generally ranging from    
one to five years, except that such fees for internally produced programs are   
recognized when such programs are delivered and fees for barter advertising     
revenue are recognized when the programs are available and a noncancellable     
contract has been executed.  Receivables reflect gross billings, which include  
the owners' share.  Amounts due to owners are recorded as liabilities in        
"Owners' share of distribution revenue" or are deducted from "Distribution fees 
advanced and committed, current."                                               

Minimum guarantees to owners are recorded as liabilities and are liquidated by  
payments in accordance with contract terms.  A corresponding asset is recorded  
as "Distribution fees advanced and committed" and is reduced by the owners'     
share of billings until fully recovered or amortized as operating expenses      
against the Company's share of total estimated billings based on the ratio of   
total estimated costs to total estimated billings.                              

Prepaid distribution costs incurred on behalf of the owners are recovered from  
the owners' share of billings or amortized as operating expenses against the    
Company's share of total estimated billings based on the ratio of total         
estimated costs to total estimated billings.                                    

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

All amortization estimates are reviewed periodically by management and are      
adjusted prospectively.  Minimum guarantees or other costs estimated not to be  
recoverable from total estimated billings are expensed in the period any        
shortfall is determined.                                                        

Depreciation and Amortization - Depreciation is computed principally by the     
straight-line method over estimated useful lives ranging principally from 3 to  
15 years.  Capitalized lease amortization of $5.5 million (1993) and $3.0       
million (1992) is included in depreciation expense.  Depreciation expense was   
$92.8 million (1993), $81.5 million (1992) and $70.1 million (1991).            

Intangibles resulting from business acquisitions are generally amortized over   
40 years.  Accumulated amortization relating to intangibles at December 31 was  
$412.5 million (1993) and $361.1 million (1992) .                               

Equity in Loss of Affiliated Companies - Equity in loss of affiliated companies 
is primarily comprised of the Company's one-third interest in Lifetime, the 50% 
interest in Comedy Central, the 50% interest in Nickelodeon (UK) during 1993    
and the 49.99% interest in MTV EUROPE prior to August 30, 1991. (See Note 3.)   

Provision for Doubtful Accounts - The provision for doubtful accounts charged   
to expense was $16.7 million (1993), $9.4 million (1992) and $15.9 million      
(1991).                                                                         

Net Earnings (Loss) per Common Share - Earnings (loss) per share is calculated  
based on the weighted average number of shares outstanding during the year.     
The effect of the assumed exercise of stock options and conversion of           
convertible debentures is not material for each of the years presented.   For   
1993, the assumed conversion of the Preferred Stock (as defined in Note 2)      
would have an antidilutive effect on fully-diluted earnings per common share.   
Therefore, the effects of such assumption are not reflected in net earnings     
(loss) per common share.                                                        

Interest Rate Protection Agreements - The amount to be paid or received is      
accrued as interest rates change and is recognized over the life of the         
agreements as an adjustment to interest expense.                                

2) SUBSEQUENT EVENTS                                                            

On March 11, 1994, Viacom Inc. acquired, pursuant to a tender offer (the        
"Paramount Offer"), 61,657,432 shares of Paramount common stock, constituting a 
majority of the shares outstanding, at a price of $107 per share in cash.  The  
Paramount Offer was financed by (i) the sale of Preferred Stock (see "Note 6"), 
proceeds of which are reflected as cash and cash equivalents on the balance     
sheet as of December 31, 1993, (ii) the sale of Viacom Class B Common Stock to  
Blockbuster and (iii) borrowings under a credit agreement (as described below). 
The Paramount Offer was made pursuant to the Amended and Restated Agreement and 
Plan of Merger dated as of February 4, 1994 (the "Paramount Merger Agreement")  
between Viacom Inc. and Paramount.  Paramount will become a wholly owned        
subsidiary of Viacom Inc. (the "Paramount Merger") at the effective time of a   
merger between Paramount and a subsidiary of Viacom Inc. (the "Paramount        
Effective Time") which is expected to occur in the second quarter of 1994.      
Pursuant to the Paramount Merger Agreement, each share of Paramount common      
stock outstanding at the time of such merger (other than shares held in the     
treasury of Paramount or owned by Viacom Inc. and other than shares held by     
any stockholders who shall have demanded and perfected appraisal rights) will   
be converted into the right to receive (i) 0.93065 of a share of Viacom         
Class B Common Stock, (ii) $17.50 principal amount of 8% exchangeable           
subordinated debentures of Viacom Inc., (iii) 0.93065 of a contingent value     
right ("CVR"), (iv) 0.5 of a warrant to purchase one share of Viacom Class B    
Common Stock at any time prior to the third anniversary of the Paramount Merger 
at a price of $60 per share, and (v) 0.3 of a warrant to purchase one share of  
Viacom Class B Common Stock at any time prior to the fifth anniversary of the   
Paramount Merger at a price of $70 per share.  If the debentures are issued     
prior to the completion of the purposed merger of Viacom Inc. and Blockbuster,  
the debentures will be exchangeable, at the option of Viacom Inc., into 5%      
exchangeable preferred stock of Viacom Inc. on or after January 1, 1995 if the  
proposed merger with Blockbuster has not previously been consummated.           

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

Each CVR will represent the right to receive the amount, if any, by which the   
Target Price exceeds the greater of the Current Market Value and the Minimum    
Price (see defined terms in following paragraph).  The CVRs will mature on the  
first anniversary of the Paramount Effective Time (the "Maturity Date");        
provided, however, that Viacom Inc. may, at its option, (i) extend the Maturity 
Date to the second anniversary of the Paramount Effective Time (the "First      
Extended Maturity Date") or (ii) extend the First Extended Maturity Date to the 
third anniversary or the Paramount Effective Time (the "Second Extended         
Maturity Date").  Viacom Inc., at its option, may pay any amount due under the  
terms of the CVRs in cash or in the equivalent value of registered securities   
of Viacom Inc., including without limitation, common stock, preferred stock,    
notes, or other securities.                                                     

The "Minimum Price" means (a) at the Maturity Date, $36, (b) at the First       
Extended Maturity Date, $37 and (c) at the Second Extended Maturity Date, $38.  
Target Price means (a) at the Maturity Date, $48, (b) at the First Extended     
Maturity Date, $51, and (c) at the Second Extended Maturity Date, $55.  The     
"Current Market Value" means the average market price of Viacom Class B Common  
Stock for a specified period.                                                   

On January 7, 1994, Viacom Inc. and Blockbuster entered into an agreement and   
plan of merger (the "Blockbuster Merger Agreement") pursuant to which           
Blockbuster will be merged with and into Viacom Inc. (the "Blockbuster          
Merger") subject to approval.  At the effective time of the Blockbuster         
Merger, each share of Blockbuster common stock outstanding at the time of the   
Blockbuster Merger (other than shares held in the treasury of Blockbuster or    
owned by Viacom Inc. and other than shares held by any stockholders who shall   
have demanded and perfected appraisal rights, if available) will be converted   
into the right to receive (i) 0.08 of a share of Viacom Class A Common Stock,   
(ii) 0.60615 of a share of Viacom Class B Common Stock, and (iii) up to an      
additional 0.13829 of a share of Viacom Class B Common Stock, with the exact    
fraction of a share being dependent on the market prices of Viacom Class B      
Common Stock during the year following the effective time of the Blockbuster    
Merger, and with the right to receive such additional fraction of a share to    
be evidenced by one variable common right ("VCR").  The VCRs mature on the      
first anniversary of the Blockbuster Merger ("VCR Conversion Date").            

The mergers pursuant to the Paramount Merger Agreement and Blockbuster Merger   
Agreement (collectively, the "Mergers") have been unanimously approved by the   
Boards of Directors of each of the respective companies.  The obligations of    
Viacom Inc., Blockbuster and Paramount to consummate the mergers are subject to 
various conditions, including obtaining requisite stockholder approvals.        
Viacom Inc. intends to vote its shares of Paramount in favor of the merger and  
NAI has agreed to vote its shares of Viacom Inc. in favor of the Mergers;       
therefore, stockholder approval of the Paramount Merger is assured, and         
approval by Viacom Inc. of the Blockbuster Merger is also assured.              

The Mergers will be accounted for under the purchase method of accounting.  The 
unaudited condensed pro forma data for the year ended or at December 31, 1993   
presented below assumes the Mergers occurred on January 1, 1993 for statement   
of operations data or at December 31, 1993 for balance sheet data.  Intangible  
assets are expected to be amortized over 40 years on a straight-line basis.     
The unaudited pro forma information is not necessarily indicative of the        
combined results of operations or financial position of Viacom Inc., Paramount  
and Blockbuster (the "Combined Company") following the Mergers that would have  
occurred if the completion of the Mergers had occurred on the dates previously  
indicated nor are they necessarily indicative of future operating results of    
the Combined Company.                                                           

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

                                                    Year Ended or at
                                                     December 31, 1993
                                                      ----------------
                                                     (Millions of dollars)
                                                     (Unaudited)

Results of operations data:                                                     
Revenues                                                       $9,624.1         
Earnings from operations                                       $  887.9         
Net earnings before extraordinary items, cumulative effect                      
of changes in accounting principles and preferred stock                     
dividends                                                    $  135.6       
Net earnings attributable to common stock before                                
extraordinary items and cumulative effect of changes in                     
accounting principles                                        $   75.6       
Primary earnings per common share before                                        
extraordinary items and cumulative effect of changes in                     
accounting principles                                        $    .18       

Balance sheet data:                                                             
Total assets                                                  $24,377.3         
Long-term debt, including current maturities                  $ 9,998.8         
Shareholders' equity:                                                           
Preferred                                                   $ 1,200.0       
Common                                                      $ 8,844.8       

On March 10, 1994, Blockbuster purchased approximately 22.7 million shares of   
Viacom Class B Common Stock for an aggregate purchase price of $1.25 billion,   
or $55 per share.  If (with certain exceptions) the Blockbuster Merger          
Agreement is terminated and in the event that Viacom Class B Common Stock       
trades (for a specified period) at a level below $55 per share during the one   
year period after such termination, Viacom Inc. may be obligated to make        
certain payments of up to a maximum of $275 million, at its option, in cash or  
securities, or to sell certain assets to Blockbuster.  The Viacom Class B       
Common Stock purchased by Blockbuster will be canceled upon consummation of the 
Blockbuster Merger.                                                             

On February 15, 1994, Blockbuster entered into a credit agreement with certain  
financial institutions named therein, pursuant to which such financial          
institutions have advanced to Blockbuster, on an unsecured basis, an aggregate  
of $1.0 billion to finance a portion of the purchase of the shares under the    
Subscription Agreement (the "Blockbuster Facility").  The Blockbuster Facility  
contains certain events of default, including a change of control default,      
which will require either a waiver in connection with the Blockbuster Merger or 
the refinancing of the indebtedness incurred by Blockbuster under the           
Blockbuster Facility.                                                           

On March 11, 1994, Viacom Inc. borrowed $3.7 billion under a credit agreement   
dated as of November 19, 1993, as amended on January 4, 1994 and February 15,   
1994, among Viacom Inc., the banks named therein, and The Bank of New York,     
Citibank, N.A. and Morgan Guaranty Trust Company of New York, as Managing Agents
(the "Merger Credit Agreement").                                                

The Merger Credit Agreement provides that, in order to pay for the Paramount    
Offer and related expenses, up to $3.7 billion may be borrowed, repaid and      
reborrowed until November 18, 1994, at which time all amounts outstanding will  
become due and payable.                                                         

The Merger Credit Agreement provides that Viacom Inc. may elect to borrow at    
either the Base Rate or the Eurodollar Rate (each as defined below), subject to 
certain limitations.  The "Base Rate" will be the higher of (i) the Citibank    
N.A., Base Rate and (ii) the Federal Funds Rate plus 0.50%.  The "Eurodollar    
Rate" will be the London Interbank Offered Rate plus (i) 0.9375%, until Viacom  
Inc.'s senior unsecured long-term debt is rated by Standard & Poor's            
Corporation or Moody's Investors Service, Inc., and (ii) thereafter, a variable 

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VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

rate ranging from 0.25% to 0.9375% dependent on the senior unsecured long-term  
debt rating assigned to Viacom Inc.  The Merger Credit Agreement provides that  
Viacom Inc. will pay each bank a facility fee on such bank's commitment until   
November 18, 1994.                                                              

The Merger Credit Agreement contains certain covenants which, among other       
things require Viacom Inc. to meet certain financial ratios.                    

As of December 31, 1993, Viacom Inc. has promissory notes outstanding in the    
aggregate amount of $26 million, in order to finance expenses associated with   
the Mergers and expects to obtain additional financing as required to finance   
such expenses.                                                                  

3) ACQUISITIONS AND VENTURES                                                    

On November 1, 1993, the Company exchanged KIKK-AM/FM, Houston, Texas, for      
Westinghouse Broadcasting Company, Inc.'s WCXR-FM and WCPT-AM, Washington,      
D.C., and cash.                                                                 

On June 16, 1993, the Company purchased KXEZ-FM (formerly KQLZ-FM), Los         
Angeles, California from Westwood One Stations Group-LA, Inc. for $40 million   
in cash and certain other consideration.  The Company sold KXEZ-FM to Viacom    
Inc. in exchange for a $40 million promissory note.                             

On May 5, 1993, the Company completed the purchase of privately held ICOM       
Simulations, Inc.                                                               

On March 31, 1993, the Company increased its percentage of ownership in         
StarSight Telecast Inc. ("StarSight").  On August 5, 1993, StarSight completed  
an initial public offering of 3,105,000 shares of common stock.  On September   
16, 1993, the Company exercised a warrant to purchase 833,333 shares of         
StarSight common stock at a cost of $5.625 per share.  In November 1993, the    
Company transferred its ownership percentage in StarSight to a consolidated     
affiliate of the Company.  As a result of these transactions, the affiliate's   
of the Company's percentage ownership of StarSight is approximately 21%.  The   
investment in StarSight is accounted for under the equity method.               

In December 1992, the Company entered into a 50-50 joint venture called         
Nickelodeon (UK) with a subsidiary of British Sky Broadcasting Limited.         
Nickelodeon (UK) began airing on September 1, 1993.  The Company's investment   
is accounted for under the equity method.                                       

The Company exchanged KHOW-AM and FM, Denver, Colorado for Noble Broadcast      
Group, Inc.'s KNDD-FM, Seattle, Washington effective December 28, 1992.         

On August 30, 1991, Viacom Inc. increased its interest in MTV EUROPE to 100%    
through the purchase of the 50.01% interest held by an affiliate of Mirror      
Group Newspapers.  The approximate value of the purchase was $65.0 million,     
which included intangibles of approximately $61.6 million.  As consideration    
for the sale, Viacom Inc. issued 2,210,884 shares of Viacom Class B Common      
Stock (See Note 6).                                                             

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

4) BANK FINANCING AND DEBT                                                      

Total debt, which includes short-term and long-term debt, consists of the       
following:                                                                      

                                        December 31,  December 31,
                                       1993         1992
                                        ------------  ------------
                                        (Thousands of dollars)

Notes payable to banks (a)                       $1,983,275  $1,648,984         
11.80% Senior Subordinated Notes due 1998                --     298,000         
9.125% Senior Subordinated Notes due 1999 (b)      150,000     150,000        
8.75%  Senior Subordinated Reset Notesdue 2001 (c) 100,000     100,000        
10.25% Senior Subordinated Notes due 2001 (d)       200,000     200,000         
5.75% Convertible Subordinated Debentures                                     
due 2001                                           15          30   
                                        ----------  ----------

                                         2,433,290   2,397,014
Less current portion                                 55,004          --         
                                        ----------  ----------
                                        $2,378,286  $2,397,014
                                        ==========  ==========

(a) -- At December 31, 1993, there were aggregate borrowing 
facilities of $1.9 billion and $300 million under (i) an unsecured credit       
agreement guaranteed by Viacom Inc. (amended and restated as of January 17,     
1992, (as amended, the "Credit Agreement") among the Company the named banks    
("Banks"), Citibank, N.A. ("Citibank") as agent and The Bank of New York        
("BONY") as co-agent and (ii) an unsecured credit agreement, dated June 2,      
1993, among the Company and the named banks and BONY and Citibank as agents     
(the "Loan Facility Agreement").  The Loan Facility Agreement has a 364-day     
term and is identical to the Credit Agreement in all other material terms and   
conditions.  Borrowings of $1.765 billion were outstanding under the Credit     
Agreement as of December 31, 1993, including $274 million aggregate principal   
amount assumed by five subsidiaries of the Company ("Subsidiary Obligors").     
Borrowings of $150 million were outstanding under the Loan Facility Agreement   
as of December 31, 1993, $135 million of which were classified as long-term.    

The following is a summary description of the amended and restated Credit       
Agreement. The description does not purport to be complete and should be read   
in conjunction with the Credit Agreement.                                       

The Credit Agreement provides for three facilities:                             

   Facility A   -    $700 million under a term loan having a final
  maturity of June 30, 1999;

      Facility B   -    $926 million under a revolver, which converts on
                       January 1, 1995 into a term loan having a final
      maturity of June 30, 1999; and

   Facility B-1 -    $274 million under a term loan having a final
  maturity of June 30, 1999.

The interest rate on all loans made under the three facilities is based upon    
Citibank, N.A.'s base rate, the domestic certificate of deposit rate or the     
London Interbank Offered Rate and is affected by the Company's leverage ratio.  
At December 31, 1993, the London Interbank Offered Rates (upon which the        
Company's borrowing rate was based) for borrowing periods of one month and two  
months were 3.25% and 3.3125%, respectively.  The Company is permitted to issue 
commercial paper with a maturity at the time of issuance not to exceed nine     
months, provided that following each issuance of commercial paper, (i) the      
aggregate face amount of commercial paper outstanding shall not exceed $500     
million less the aggregate amount of competitive bid rate borrowings (described 

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VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

below), outstanding at such time and (ii) the aggregate amount of all Facility  
B loans and competitive bid rate loans outstanding, together with the aggregate 
face amount of commercial paper outstanding, shall not exceed $926 million.     
The Company is also permitted to make short-term competitive bid rate           
borrowings from the Banks until December 1, 1994, provided that following the   
making of each proposed competitive bid rate borrowing, (i) the aggregate       
amount of the competitive bid rate loans outstanding shall not exceed $500      
million less the aggregate face amount of commercial paper outstanding and (ii) 
the aggregate amount of all Facility B loans and competitive bid rate loans     
outstanding, together with the aggregate face amount of commercial paper        
outstanding, shall not exceed $926 million.                                     

The Company and Subsidiary Obligors are required to repay the principal         
outstanding under the Credit Agreement in quarterly payments equal to           
percentages of the original aggregate principal amount with respect to the      
Facility A loans and Facility B-1 loans, and of the outstanding principal       
amount with respect to the Facility B loans, under the Credit Agreement, in the 
amount of 5% for the period commencing January 2, 1995 through and including    
January 2, 1999; and 7.5% on April 1, 1999 and on June 30, 1999.                

The Company may prepay at any time a portion or all of the principal            
outstanding under the Credit Agreement.  Any such optional prepayments shall be 
applied to the remaining installments of Facility A and Facility B loans in the 
order that the Company designates.  The Company is required to make mandatory   
prepayments upon receipt of net cash sale proceeds in connection with permitted 
sales of assets not in the ordinary course of business.  All such prepayments   
shall be applied until December 31, 1994 to reduce the Facility B loans         
outstanding; provided, however, that any amounts so repaid may be reborrowed    
prior to December 31, 1994.  All such prepayments after December 31, 1994 shall 
be applied pro rata against the remaining installments of first, the Facility A 
loans and second, the Facility B loans.  In the event of a sale of the stock or 
substantially all of the assets of any Subsidiary Obligor, the Facility B-1     
loan of such Subsidiary Obligor shall be repaid in full; provided, however,     
that upon such prepayment prior to December 31, 1994, the Facility B commitment 
of each Facility B Bank shall be increased by an amount equal to the principal  
amount of such Facility B Bank's Facility B-1 loan prepaid as a result of such  
prepayment and such amounts may be borrowed by the Company prior to December    
31, 1994.  The Company is required to prepay principal outstanding under the    
Credit Agreement with the proceeds of certain issuances of unsecured senior     
debt in an amount equal to the proceeds so received, together with accrued      
interest to the date of such prepayment on the principal amount prepaid, with   
such prepayments applied against remaining installments of first, the Facility  
A loans and second, the Facility B loans.                                       

The Credit Agreement contains certain covenants which, among other things,      
require the Company to maintain certain financial ratios and impose on the      
Company and its subsidiaries certain limitations on (i) the incurrence of       
indebtedness or the guarantee or assumption of indebtedness of another; (ii)    
the creation or incurrence of mortgages, pledges or security interests on the   
property or assets of the Company or any of its subsidiaries in order to secure 
debt or the sale of assets of the Company or its subsidiaries; (iii) the merger 
or consolidation of the Company with any person or other entity; (iv) the       
incurrence of capitalized leases and purchase money indebtedness; (v) the       
payment of cash dividends or the redemption or repurchase of any capital stock  
of the Company; and (vi) investments and acquisitions.                          

The Credit Agreement also contains certain customary events of default.  The    
Credit Agreement also provides that it is an event of default if National       
Amusements, Inc. ("NAI") fails to own at least 51% of the outstanding voting    
stock of Viacom Inc. or Viacom Inc. fails to own at least 67% of the            
outstanding voting stock of the Company.                                        

Under the restrictions contained in the Credit Agreement, the Company is        
prohibited from (i) paying any dividends on its stock to Viacom Inc. for the    
purpose of enabling Viacom Inc. to pay any dividend on its common stock, or     
(ii) making any other dividend payments to Viacom Inc. (other than for certain  
limited specified purposes, including the satisfaction of Viacom Inc.'s         
obligations under the LTIP), unless its total leverage ratio is less than a     
specified amount.                                                               

The Company is required to pay a commitment fee based on the aggregate average  
daily unborrowed portion of the Facility B commitment, with any amounts         
outstanding under competitive bid rate loans and commercial paper being deemed  
unborrowed for the purpose of calculating the commitment fee.  The Company also 
is required to pay certain agency fees to the agent.  The Credit Agreement does 
not require compensating balances.                                              

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

On January 4, 1993, Viacom Inc. borrowed $42.2 million from BONY pursuant to    
the Term Loan Agreement.  The interest rate in the Term Loan Agreement is based 
upon BONY's prime rate or the London Interbank Offered Rate.  Viacom Inc.       
repaid $13.9 million of debt under the Term Loan Agreement on January 15, 1994, 
the first scheduled maturity date.  The remaining $28.3 million under the Term  
Loan Agreement matures on January 15, 1995.                                     

Viacom Inc. may prepay at any time a portion or all of the principal amount     
outstanding under the Term Loan Agreement.  Any such optional prepayments shall 
be applied to reduce the principal installment due January 1995 and shall       
include all accrued interest on the amount of principal prepaid.  Viacom Inc.   
shall be obligated to prepay the loan in the amount of any dividends received   
from the Company.                                                               

The Term Loan Agreement contains certain covenants which impose certain         
limitations on (i) the incurrence of indebtedness and (ii) payment of cash      
dividends or the redemption or repurchase of any capital stock of Viacom.  The  
Term Loan Agreement also contains certain customary events of default.  The     
Term Loan Agreement has been amended to allow Viacom Inc. to complete the       
Paramount Offer and the Paramount Merger.                                       

The indebtedness under the Credit Agreement, Loan Facility Agreement and Term   
Loan Agreement bear interest at floating rates, causing the Company to be       
sensitive to changes in prevailing interest rates.  The Company enters into     
interest rate protection agreements with off-balance sheet risk in order        
to reduce its exposure to changes in interest rates on its variable rate        
long-term debt.  These interest rate protection agreements include interest     
rate swaps and interest rate caps. At December 31, 1993, the Company and        
Viacom Inc. had interest rate protection agreements outstanding with            
commercial banks, with respect to $1.1 billion of indebtedness under the        
Credit Agreement and $42.2 million under the Term Loan Agreement.  These        
agreements effectively change the Company's interest exposure under the Credit  
Agreement to a ceiling of 5.64% on the interest rate caps, and under the Term   
Loan Agreement to a fixed weighted average rate of 6.65% on interest rate       
swaps.  The interest rate protection agreements are in effect for a fixed       
period of time.  The Company is exposed to credit loss in the event of          
nonperformance by the counterparties to the agreements.  However, the Company   
does not anticipate nonperformance by the counterparties.                       

The Company had commercial paper outstanding of $60.9 million as of December    
31, 1993.                                                                       

The Company also has aggregate money market facilities of $40 million, all of   
which was available at December 31, 1993.                                       

      (b) -- On March 4, 1992, the Company issued $150 million aggregate
principal amount of 9.125% Senior Subordinated Notes ("9.125% Notes") due       
August 15, 1999. Interest is payable semiannually on February 15 and August 15, 
commencing August 15, 1992.  The 9.125% Notes may not be redeemed prior to      
February 15, 1997.  They are redeemable at the option of the Company, in whole  
or in part, during the 12 month period beginning February 15, 1997 at a         
redemption price of 102.607% of the principal amount, during the 12 month       
period beginning February 15, 1998 at 101.304% of the principal amount, and on  
or after February 15, 1999 at 100% of the principal amount.  Any such           
redemption will include accrued interest to the redemption date.  The 9.125%    
Notes are not subject to any sinking fund requirements.                         

     (c) -- On May 28, 1992, the Company issued $100 million aggregate
principal amount of 8.75% Senior Subordinated Reset Notes ("8.75% Reset Notes") 
due on May 15, 2001.  Interest is payable semiannually on May 15 and November   
15, commencing November 15, 1992.  On May 15, 1995 and May 15, 1998, unless a   
notice of redemption of the 8.75% Reset Notes on such date has been given by    
the Company, the interest rate on the 8.75% Reset Notes will, if necessary, be  
adjusted from the rate then in effect to a rate to be determined on the basis   
of market rates in effect on May 5, 1995 and on May 5, 1998, respectively, as   
the rate the 8.75% Reset Notes should bear in order to have a market value of   
101% of principal amount immediately after the resetting of the rate.  In no    
event will the interest rate be lower than 8.75% or higher than the average     
three year treasury rate (as defined in the indenture) multiplied by two.  The  
interest rate reset on May 15, 1995 will remain in effect on the 8.75% Reset    
Notes through and including May 15, 1998 and the interest rate reset on May 15, 
1998 will remain in effect on the 8.75% Reset Notes thereafter.  The 8.75%      
Reset Notes are redeemable at the option of the Company, in whole but not in    
part, on May 15, 1995 or May 15, 1998, at a redemption price of 101% of         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

principal amount plus accrued interest to, but not including, the date of       
redemption.  The 8.75% Reset Notes are not subject to any sinking fund          
requirements.                                                                   

 (d) -- On September 15, 1991, the Company issued $200 million
aggregate principal amount of 10.25% Senior Subordinated Notes ("10.25% Notes") 
due September 15, 2001.  Interest is payable semiannually on March 15 and       
September 15, commencing March 15, 1992.  The 10.25% Notes are not redeemable   
by the Company prior to maturity and are not subject to any sinking fund        
requirements.                                                                   

_____________________ 

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

The extraordinary losses and related tax benefits associated with the           
extinguishment of certain debt of Viacom Inc. and the Company are summarized as 
follows:                                                                        

                11.50%
                             11.80%  Reset   Discount   Exchange
                                    Notes    Notes Debentures Debentures Total
                                    ------  ------ ---------- ---------- -----
                                (Thousands of dollars)
Year ended December 31, 1993:                                                   
----------------------------                                                    

Extraordinary loss (a)              $14,953  $   --  $    --    $   --  $14,953 
Tax benefit                           6,086      --       --        --    6,086 
                                   -------  ------  -------    ------  -------
Extraordinary loss, net of tax      $ 8,867  $   --  $    --    $   --  $ 8,867 
                                   =======  ======  =======    ======  =======

Year ended December 31, 1992:                                                   
----------------------------                                                    

Extraordinary loss (b)              $    --  $5,800  $22,600    $   --  $28,400 
Tax benefit                              --   2,361    8,919        --   11,280 
                                   -------  ------  -------    ------  -------
Extraordinary loss, net of tax      $    --  $3,439  $13,681    $   --  $17,120 
                                   =======  ======  =======    ======  =======

Year ended December 31, 1991:                                                   
----------------------------                                                    

Extraordinary loss (c)              $    --  $   --  $ 3,761    $  947  $ 4,708 
Tax benefit                              --      --    1,284       323    1,607 
                                   -------  ------  -------    ------  -------

Extraordinary loss, net of tax      $    --  $   --  $ 2,477    $  624  $ 3,101 
                                   =======  ======  =======    ======  =======

      (a) On July 15, 1993, the Company redeemed all of the $298 million
principal amount outstanding of the 11.80% Senior Subordinated Notes ("11.80%   
Notes") at a redemption price equal to 103.37% of the principal amount plus     
accrued interest to July 15,1993.                                               

        (b) On June 18, 1992, the Company redeemed all of the $356.5 million
principal amount outstanding of the 14.75% Senior Subordinated Discount         
Debentures ("Discount Debentures") at a redemption price equal to 105% of the   
principal amount plus accrued interest to June 18, 1992.                        

On March 10, 1992, the Company redeemed all of the $193 million principal       
amount outstanding of its 11.50% Senior Subordinated Extendible Reset Notes     
("11.50% Reset Notes") at a redemption price equal to 101% of the principal     
amount plus accrued interest to the redemption date.                            

   (c)  During December 1991, the Company purchased $43 million of
Discount Debentures at an average price of 107.375% of their principal amount   
plus accrued interest.                                                          

On August 30, 1991 and October 31, 1991, Viacom Inc. redeemed $250 million and  
$152 million, respectively, constituting the entire principal amount of the     
Exchange Debentures.                                                            

The Company borrowed the funds necessary for each of these redemptions under    
its bank credit facilities existing in the respective periods.                  

_____________________ 

NAI, Sumner M. Redstone and the Company each have purchased on the open market  
and may in the future continue to purchase on the open market or in privately   
negotiated transactions certain debt securities of the Company.  During 1993,   
there were no purchases of debt securities made by NAI, Sumner M. Redstone or   
the Company. During 1992, Sumner M. Redstone purchased directly and             
beneficially $350,000, $605,000, $15,000 and $200,000 of 11.50% Senior          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

Subordinated Extendible Reset Notes, 9.125% Senior Subordinated Notes, 10.25%   
Senior Subordinated Notes and 8.75% Senior Subordinated Reset Notes,            
respectively.  During 1991, NAI and Sumner M. Redstone purchased $3,110,000 and 
$869,000 of 11.80% Senior Subordinated Notes, respectively.  During 1991, NAI   
purchased $311,000 of the 11.50% Senior Subordinated Extendible Reset Notes.    
During December 1991, the Company purchased $43 million of Discount Debentures  
at an average price of 107.375% of their principal amount plus accrued          
interest.                                                                       

Interest costs incurred, interest income and capitalized interest are           
summarized below:                                                               

                   Year Ended December 31,
                  --------------------------
                 1993      1992       1991
                 ----      ----       ----
                  (Thousands of dollars)

Interest Incurred     $154,509  $195,725   $298,591     

Interest Income       $  9,184  $  1,119   $    626     

Capitalized Interest  $    372  $    502   $    513     

Scheduled maturities of long-term debt of the Company through December 31,      
1998, assuming full utilization of the $1.9 billion commitment under the Credit 
Agreement and $300 million commitment under the Loan Facility, are $300 million 
(1994), $380 million (1995), $380 million (1996), $380 million (1997) and $380  
million (1998). Scheduled maturities of debt of Viacom Inc. under the Term Loan 
Agreement  are $13.9 million (repaid on January 15, 1994) and $28.3 million     
(1995). (See Note 2 regarding Paramount Merger financing and scheduled maturity 
of debt.)                                                                       

5) FAIR VALUE OF FINANCIAL INSTRUMENTS                                          

The Company's carrying value of the financial instruments approximates fair     
value, except for differences with respect to the senior subordinated debt and  
certain differences related to other financial instruments which are not        
significant.  The carrying value of the senior subordinated debt is $450        
million and the fair value, which is estimated based on quoted market prices,   
is $486 million.                                                                

6) SHAREHOLDERS' EQUITY                                                         

On October 22, 1993, Blockbuster purchased 24 million shares of cumulative      
convertible preferred stock, par value $.01 per share, of Viacom Inc. ("Series  
A Preferred Stock") for $600 million.  On November 19, 1993, NYNEX Corporation  
("NYNEX") purchased 24 million shares of cumulative convertible preferred       
stock, par value $.01 per share, of Viacom Inc. ("Series B Preferred Stock,"    
collectively with the Series A Preferred Stock, "Preferred Stock") for $1.2     
billion.  Series A Preferred Stock and Series B Preferred Stock have            
liquidation preferences of $25 per share and $50 per share, respectively.  The  
Preferred Stock has an annual dividend rate of 5%, is convertible into shares   
of Viacom Class B Common Stock at a conversion price of $70 and does not have   
voting rights other than those required by law.  The Preferred Stock is         
redeemable by Viacom Inc. at declining premiums after five years.  The          
Preferred Stock purchased by Blockbuster will be canceled upon consummation of  
the Blockbuster Merger.                                                         

On August 30, 1991, Viacom Inc. issued 2,210,884 shares of Viacom Class B       
Common Stock to an affiliate of Mirror Group Newspapers in exchange for the     
remaining 50.01% interest in MTV EUROPE (See Note 3).  On September 17, 1991,   
all such shares of B Common Stock were sold by Mirror Group Newspapers in an    
underwritten public offering.                                                   

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

On June 11, 1991, Viacom Inc. completed the sale of 10,781,600 shares of Viacom 
Class    B Common Stock in a registered public offering and the private         
placement of an additional 500,000 shares of Viacom Class B Common Stock with   
NAI.  Viacom Inc. realized proceeds, net of underwriting discounts and other    
related expenses, of approximately $317.7 million from the sale and private     
placement.                                                                      

NAI holds approximately 76.3% and the public holds approximately 23.7% of       
outstanding Viacom Inc. Common Stock as of December 31, 1993.  NAI's percentage 
of ownership consists of 85.2% of the outstanding Viacom Class A Common Stock   
and 69.1% of the outstanding Viacom Class B Common Stock, as of December 31,    
1993.  Pursuant to a purchase program initiated in August 1987, NAI announced   
its intention to buy, from time to time, up to an additional 3,000,000 shares   
of Viacom Class A Common Stock and 2,423,700 shares of Viacom Class B Common    
Stock.  As of December 31, 1993, NAI had acquired an aggregate of  3,374,300    
shares of Common Stock, consisting of 1,466,200 shares of Viacom Class A Common 
Stock and 1,908,100 shares of Viacom Class B Common Stock, pursuant to this     
buying program.  On August 20, 1993, NAI ceased making purchases of Common      
Stock.                                                                          

Under the restrictions contained in the Credit Agreement, the Company is        
prohibited from (i) paying any dividends on its stock to Viacom Inc. for the    
purpose of enabling Viacom Inc. to pay any dividend on its common stock, or     
(ii) making any other dividend payments to Viacom Inc. (other than for certain  
limited specified purposes), unless its total leverage ratio is less than a     
specified amount.                                                               

Long-Term Incentive Plans - The purpose of the Long-Term Incentive Plans (the   
"Plans"), which consist of the Long-Term Incentive Plan ("LTIP") and the Long-  
Term Management Incentive Plan ("LTMIP"), is to benefit and advance the         
interests of Viacom Inc. by rewarding certain key employees for their           
contributions to the financial success of the Company and thereby motivating    
them to continue to make such contributions in the future.  The Plans provide   
for grants of equity-based interests pursuant to awards of phantom shares,      
stock options, stock appreciation rights, restricted shares or other equity-    
based interests ("Awards"), and for subsequent payments of cash with respect to 
phantom shares or stock appreciation rights based, subject to certain limits,   
on their appreciation in value over stated periods of time.                     

During December 1992, a significant portion of the liability associated with    
the LTIP was satisfied through the cash payment of $68.6 million and the        
issuance of 177,897 shares of Viacom Class B Common Stock valued at $6.9        
million.                                                                        

The LTMIP provides that an aggregate of 7,000,000 Awards may be granted over    
five years.  As of December 31, 1993, there were 1,994,020 Awards available for 
future grant, and 4,616,155 Awards outstanding consisting of phantom shares for 
643,098 shares of common stock at an average grant price of $29 and vesting     
over three years from the date of grant, and stock options for 3,973,057 shares 
of common stock with exercise prices ranging from $20.75 to $55.25 and vesting  
over four years from the date of grant.  The stock options expire 10 years      
after the date of grant.                                                        

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

A summary of stock option activity follows:                                     

                       Number of        Option
                          Shares         Price range
                          -------        -----------

Balance at December 31, 1991          3,148,357       $20.75 to $29.375         
Granted                               643,740        31.875                 
Exercised                             (45,291)       20.75 to  29.00        
Canceled                             (189,215)       20.75 to  29.375       
     ---------
Balance at December 31, 1992          3,557,591        20.75 to  31.875         
Granted                               856,990        43.25 to  55.25        
Exercised                            (346,378)       20.75 to  31.875       
Canceled                              (95,146)       20.75 to  55.25        
     ---------
Balance at December 31, 1993          3,973,057       $20.75 to  $55.25         
     =========

Available for future grant:                                                     
December 31, 1993                   1,994,020                               
December 31, 1992                   2,752,854                               
Exercisable:                                                                    
December 31, 1993                   1,448,570                               
December 31, 1992                     775,040                               

Viacom Inc. has reserved 224,410 shares of Viacom Class A Common Stock and      
29,462,933 shares of Viacom Class B Common Stock, principally for exercise of   
stock options and the conversion of the Preferred Stock.                        

7) INCOME TAXES                                                                 

The provision for income taxes shown below for the years ended December 31,     
1993, 1992 and 1991 represents federal, state and foreign income taxes on       
earnings before income taxes.  The tax benefits relating to losses accounted    
for under the equity method of accounting, which are shown net of tax on the    
Company's statement of operations, are $.6 million (1993), $2.2 million (1992)  
and $6.4 million (1991).  See Note 4 for tax benefits relating to the           
Extraordinary Losses.                                                           

During the first quarter of 1993, the Company adopted Statement of Financial    
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109") on a   
prospective basis and recognized an increase to earnings of $10.3 million in    
1993 as the cumulative effect of a change in accounting principle.  SFAS 109    
mandates the liability method for computing deferred income taxes.              

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

Earnings before income taxes are attributable to the following jurisdictions:   

                     Year Ended December 31,
                      ------------------------------
                      1993         1991         1992
                      ----         ----         ----
                        (Thousands of dollars)

United States         $267,804       $138,215     $ (2,716) 
Foreign                 34,012         17,364       10,963  
                    --------       --------     --------

Total                 $301,816       $155,579     $  8,247  
                    ========       ========     ========

Components of the provision for income taxes on earnings before income taxes    
are as follows:                                                                 

                   Year Ended December 31,
                    ----------------------------
                  1993         1992     1991
                  ----         ----     ----
                    (Thousands of dollars)
Current:                                                    
Federal             $89,484      $47,347      $29,039   
State and local      10,357       17,851       16,618   
Foreign               5,610        4,582        5,159   
                --------      -------      -------
                 105,451       69,780       50,816

Deferred               24,364       15,068       (8,756)    
                 --------     -------      -------

                 $129,815     $84,848      $42,060
                 ========     =======      =======

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

A reconciliation of the U.S. Federal statutory tax rate to the Company's        
effective tax rate on earnings before income taxes is as follows:               

                       Year Ended December 31,
                       -----------------------
                       1993      1992     1991
                       ----      ----     ----

Statutory U.S. tax rate                 35.0%     34.0%    34.0%                
State and local taxes, net                                                      
of federal tax benefit                 5.7       4.7      10.8              
Foreign taxes, net of federal                                                   
tax benefit                             .5       1.9      41.3              
Amortization of intangibles              7.1      18.2     405.3                
Divestiture gain - nontaxable portion   (3.2)     --        --                  
Property and equipment basis                                                    
difference                            --         7.2     150.0              
Other purchase accounting                                                       
adjustments                           --        --       (46.8)             
Alternative minimum tax                           --       (88.7)               
Income tax reserve adjustment           (5.0)    (12.9)     --                  
Effect of changes in statutory rate       .5      --        --                  
Other, net                               2.4       1.4        4.2               
                        -----     -----    -------

Effective tax rate                    43.0%     54.5%     510.1%            
                          =====     =====     ======

The annual effective tax rate of 43% for 1993 and 54.5% for 1992 includes a     
reduction of certain prior year tax reserves in the amount of $22 million and   
$20 million, respectively.  The reduction is based on management's view         
concerning the outcome of several tax issues based upon the progress of         
federal, state and local audits.                                                

As of December 31, 1993, after having given effect to SFAS 109, the Company had 
total non-current deferred net tax liabilities of $85.2 million and current     
deferred net tax assets of $16.3 million.  The deferred net tax assets are      
deemed to be fully realizable and therefore no valuation allowance has been     
established.  At December 31, 1993, the Company had no net operating loss or    
investment tax credit carryovers.                                               

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

The following is a summary of the deferred tax accounts in accordance with SFAS 
109 for the year ended December 31, 1993.                                       

                                            (Thousands of dollars)

Current deferred tax assets and (liabilities):                                  
Differences between book and tax recognition of                                 
revenue                                             $  17,826       
Differences between book and tax expense for                                    
program costs                                           (4,127)       
Other differences between tax and financial                                     
statement values                                         2,591        
                                              --------
Gross current deferred net tax assets                     16,290          
                                              --------

Noncurrent deferred tax assets and (liabilities):                               
Tax depreciation in excess of book depreciation             (69,118)            
Reserves in excess of tax expense                            39,336             
Tax amortization in excess of book amortization             (32,985)            
Differences between book and tax expense for program                            
costs                                                     (18,442)          
Differences between book and tax recognition of                                 
revenue                                                    (3,505)          
Other differences between tax and financial                                     
statement values                                             (497)          
                                            ----------

Gross noncurrent deferred net tax liabilities            (85,211)         
                                            ----------
Total net deferred tax liabilities                    $  (68,921)         
                                            ==========

The following table identifies the deferred tax items which were part of the    
Company's tax provision under previously applicable accounting principles for   
the years ended December 31, 1992 and 1991:                                     

                                 Year Ended December 31,
                                 -----------------------
                                1992          1991
                                ----          ----
                                  (Thousands of dollars)

Deferred compensation              $22,682        $(3,044)  
Depreciation                         7,594          4,320   
Syndication advance payments         4,118           (771)  
Alternative minimum tax                  -         (7,821)  
Litigation accrual                 (13,324)             -   
Sale of cable system                (6,850)             -   
Other, net                             848         (1,440)  
                                -------         ------

                                 $15,068        $(8,756)
                                 =======        ========

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

There are no significant temporary differences relating to foreign              
undistributed earnings or investments in foreign subsidiaries for 1993, 1992 or 
1991.  Thus, no related deferred taxes have been recorded by the Company for    
these years.                                                                    

Viacom Inc. and its subsidiaries file a consolidated federal income tax return  
and have done so since the period commencing June 11, 1991, the date on which   
NAI's percentage of ownership of Viacom Inc. was reduced to less than 80%.      
Prior to such date, Viacom Inc. and the Company filed a consolidated federal    
income tax return with NAI, and also participated in a tax-sharing agreement    
with NAI with respect to federal income taxes.  The tax-sharing agreement       
obligated Viacom Inc. and the Company to make payment to NAI to the extent they 
would have paid federal income taxes on a separate company basis, and entitled  
them to receive a payment from NAI to the extent losses and credits reduced     
NAI's federal income taxes.                                                     

8) PENSION PLANS, OTHER POSTRETIREMENT BENEFITS AND                             

POSTEMPLOYMENT BENEFITS                                                         

The Company and certain of its subsidiaries have non-contributory pension plans 
covering substantially all employees.  The benefits for these plans are based   
primarily on an employee's years of service and pay near retirement.  All       
employees are vested in the plans after five years of service.  The Company's   
policy for all pension plans is to fund amounts in accordance with the Employee 
Retirement Income and Security Act of 1974.  Plan assets consist principally of 
common stocks, marketable bonds and United States government securities.        

Net periodic pension cost for the periods indicated included the following      
components:                                                                     

                                       Year Ended December 31,
                                      ----------------------
                                      1993      1992    1991
                                      ----      ----    ----
                                          (Thousands of dollars)
Service cost - benefits earned during                                           
the period                                    $5,442   $4,581   $3,919      
Interest cost on projected benefit                                              
obligation                                     4,106    3,300    2,761      
Return on plan assets:                                                          
Actual                                        (1,777)  (1,421)  (4,434)     
Deferred (gain) loss                          (1,134)    (752)   2,952      
Unrecognized prior service cost                    480      454      450        
                                      --------  -------  -------
Net pension cost                                $7,117   $6,162   $5,648        
                                        ======   ======   ======

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

The funded status of the pension plans for the periods indicated is as follows: 

                                                 Year Ended December 31,
                                                 -----------------------
                                                1993          1992
                                                ----          ----
                                                (Thousands of dollars)
Actuarial present value of benefit obligations:                                 
Accumulated benefit obligation:                                                 
Vested                                             $34,440       $ 24,095   
Non-vested                                           3,177          1,740   
                                              ---------       --------
Total                                                $37,617       $ 25,835     
                                                =======       ========

Projected benefit obligation                         $58,845       $ 43,626     
Plan assets at fair value                             32,649         28,282     
                                              ---------       --------
Plan assets less than the                                                       
projected benefit obligation                       (26,196)       (15,344)  

Unrecognized loss during the year                      8,104            476     
Unrecognized prior service cost                        3,743          4,384     
Adjustment to recognize minimum liability               (576)          (768)    
                                              ---------       --------
Pension liability at year end                       $(14,925)      $(11,252)    
                                              =========       ========

For purposes of valuing the 1993 and 1992 projected benefit obligation, the     
discount rate was 7.5% (1993) and 8.25% (1992) and the rate of increase in      
future compensation was 6% for each of the years.  For determining the pension  
expense for each of the years, the long-term rate of return on plan assets was  
9%.                                                                             

In 1992, the FASB issued Statement of Financial Accounting Standards No. 112,   
"Employers' Accounting For Postemployment Benefits" ("SFAS 112") which the      
Company will be required to adopt in 1994.  SFAS 112 requires that              
postemployment benefits be accounted for under the accrual method versus the    
currently used pay-as-you-go method.  The Company is evaluating the impact of   
SFAS 112 and it is not expected that SFAS 112 will have a significant effect on 
the Company's consolidated financial position or results of operations.         

9) RELATED PARTY TRANSACTIONS                                                   

The Company, through the normal course of business, is involved in transactions 
with affiliated companies.  The Company sold programming to affiliates          
amounting to $5.5 million (1993), $3.3 million (1992) and $.9 million (1991)    
and paid subscriber fees of $6.1 million (1993), $5.4 million (1992) and $2.0   
million (1991).  In addition, rent and other expenses of $5.8 million, $4.7     
million and $4.0 million were charged to affiliated companies during 1993, 1992 
and 1991, respectively.  Related party accounts receivable and accounts payable 
were immaterial for each period.                                                

The Company received approximately $.9 million (1993) and $1.3 million (1992)   
under its tax-sharing agreement with NAI and paid approximately $.9 million     
(1991).                                                                         

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

10) COMMITMENTS AND CONTINGENCIES                                               

The Company has long-term noncancellable lease commitments for office space and 
equipment, transponders, studio facilities and vehicles.                        

At December 31, 1993, minimum rental payments under noncancellable leases are   
as follows:                                                                     

                              Operating    Capital
                              Leases      Leases
                              ------      ------
                              (Thousands of dollars)
1994                              $ 59,746    $ 9,632       
1995                                58,946     10,660       
1996                                56,795     11,689       
1997                                53,125     12,717       
1998                                55,373     13,746       
1999 and thereafter                390,181     38,764       
                           --------    -------
Total minimum lease payments      $674,166     97,208       
                ========
Less amounts representing                                   
interest                                     34,121     
                                       -------
Present value of net minimum                                
payments                                    $63,087     
                                       =======

Future minimum capital lease payments and operating lease payments have not     
been reduced by future minimum sublease rentals of $26.0 million and $.5        
million, respectively.  Rent expense amounted to $74.2 million (1993), $67.9    
million (1992) and $64.6 million (1991).                                        

Capital leases represent the financing of transponders of $67.0 million (1993)  
and $26.2 million (1992), net of accumulated amortization of $7.8 million       
(1993) and $3.0 million (1992).                                                 

The commitments of the Company for program license fees which are not reflected 
in the balance sheet as of December 31, 1993, which are estimated to aggregate  
approximately $1.9 billion, principally reflect commitments under SNI's         
exclusive arrangements with several motion picture companies.  This estimate is 
based upon a number of factors.  A majority of such fees are payable within the 
next seven years, as part of normal programming expenditures of SNI.  These     
commitments are contingent upon delivery of motion pictures which are not yet   
available for premium television exhibition and, in many cases, have not yet    
been produced.                                                                  

During July 1991, the Company received reassessments from 10 California         
counties of its Cable Division's real and personal property, related to the     
June 1987 acquisition by NAI, which could result in substantially higher        
California property tax liabilities.  The Company is appealing the              
reassessments and believes that the reassessments as issued are unreasonable    
and unsupportable under California law.  The Company believes that the final    
resolution of this matter will not have a material effect on its consolidated   
financial position or results of operations.                                    

There are various lawsuits and claims pending against the Company.  Management  
believes that any ultimate liability resulting from those actions or claims     
will not have a material adverse effect on the Company's financial position or  
results of operations (See Note 14).                                            

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

11) FOREIGN OPERATIONS                                                          

The consolidated financial statements include the following amounts applicable  
to foreign subsidiaries:                                                        

                                 Year Ended December 31,
                                 -----------------------------
                                 1993        1992         1991
                                 ----        ----         ----
                                  (Thousands of dollars)

Revenues                                $ 122,200   $68,193      $31,786        
Earnings before income taxes            $  34,012   $17,364      $10,963        
Net earnings                            $  33,747   $16,384      $ 9,294        
Current assets                          $  54,190   $47,769      $38,452        
Total assets                            $ 115,744   $73,817      $40,422        
Total liabilities                       $  68,728   $57,441      $30,897        

Total export revenues were $25.2 million (1993), $34.9 million (1992) and $26.7 
million (1991).                                                                 

Foreign currency transaction gains and losses were immaterial in each period    
presented.                                                                      

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

12) BUSINESS SEGMENTS                                                           

                                   Year Ended December 31,
                                   -----------------------------
                                   1993       1992          1991
                                   ----       ----          ----
                                  (Thousands of dollars)
Revenues:                                                                       
Networks                                $1,221,200  $1,058,831  $  922,157      
Entertainment                              209,110     248,335     273,488      
Cable Television                           415,953     411,087     378,026      
Broadcasting                               181,778     168,847     159,182      
Intercompany elimination                   (23,092)    (22,417)    (21,291)     
                                  ----------  ----------  ----------

Total revenues                          $2,004,949  $1,864,683  $1,711,562      
                                  ==========  ==========  ==========

Earnings from operations:                                                       
Networks                                $  272,087  $  205,576  $  172,296      
Entertainment                               32,480      59,662      73,214      
Cable Television                           110,176     122,037     103,954      
Broadcasting                                42,293      31,956      27,734      
Corporate                                  (72,041)    (71,304)    (64,964)     
                                  ----------  ----------  ----------
Total earnings from                                                             
operations                            $  384,995  $  347,927  $  312,234    
                                  ==========  ==========  ==========

Depreciation and amortization:                                                  
Networks                                $   44,747  $   41,754  $   30,123      
Entertainment                                9,549       6,792       7,160      
Cable Television                            71,520      68,505      66,604      
Broadcasting                                23,475      24,509      27,062      
Corporate                                    3,766       3,242       1,915      
                                  ----------  ----------  ----------
Total depreciation and amortization     $  153,057  $  144,802  $  132,864      
                                  ==========  ==========  ==========

Identifiable assets at year end:                                                
Networks                                $1,794,418  $1,604,504  $1,453,643      
Entertainment                              845,620     829,607     855,357      
Cable Television                           963,047     972,066     979,668      
Broadcasting                               744,208     722,023     742,650      
Corporate                                2,069,575     188,894     157,060      
                                  ----------  ----------  ----------

Total identifiable assets at year end   $6,416,868  $4,317,094  $4,188,378      
                                  ==========  ==========  ==========

Capital expenditures:                                                           
Networks                                $   35,786  $   26,076  $    6,170      
Entertainment                                4,933       7,102         916      
Cable Television                            79,482      54,596      44,967      
Broadcasting                                 4,886       5,102       3,101      
Corporate                                    9,924      17,346       2,275      
                                  ----------  ----------  ----------
Total capital expenditures              $  135,011  $  110,222  $   57,429      
                                  ==========  ==========  ==========

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

13) QUARTERLY FINANCIAL DATA (unaudited):                                       

Summarized quarterly financial data for 1993 and 1992 appears below:            

             First    Second     Third    Fourth
                          Quarter   Quarter   Quarter   Quarter   Total Year
                          -------   -------   -------   -------   ----------
                          (Thousands of dollars, except per share amounts)
1993                                                                            
----                                                                            
Revenues                   $470,650  $495,799  $508,122  $530,378   $2,004,949  
Earnings from operations   $ 90,182  $106,562  $110,153  $ 78,098   $  384,995  
Earnings before                                                                 
extraordinary losses                                                          
and cumulative effect                                                         
of changes in                                                                 
accounting principle (1)  $ 70,626  $ 41,628  $ 30,901  $ 26,326   $  169,481 
Net earnings               $ 80,964  $ 41,628  $ 22,034  $ 26,326   $  170,952  
Net earnings                                                                    
attributable to                                                               
common stock (2)          $ 80,964  $ 41,628  $ 22,034  $ 13,576   $  158,202 
Net earnings per                                                                
common share:                                                                 
Earnings before                                                             
extraordinary losses                                                      
and cumulative effect                                                     
of changes in                                                             
 accounting principle    $    .59  $    .35  $    .25  $    .11   $     1.30
Net earnings              $    .67  $    .35  $    .18  $    .11   $     1.31 
Average number of                                                               
common shares             120,479   120,517   120,645   120,782      120,607

1992                                                                            
----                                                                            
Revenues                   $430,568  $451,053  $471,498  $511,564   $1,864,683  
Earnings from                                                                   
operations (3)            $ 83,399  $ 96,873  $100,010  $ 67,645   $  347,927 
Earnings (loss) before                                                          
extraordinary losses (4)  $ 10,527  $ (1,145) $ 45,049  $ 11,654   $   66,085 
Net earnings (loss)        $  7,088  $(14,826) $ 45,049  $ 11,654   $   48,965  
Net earnings (loss)                                                             
per common share:                                                             
Earnings (loss) before                                                      
extraordinary losses     $    .09  $   (.01) $    .37  $    .10   $      .55
Net earnings (loss)       $    .06  $   (.12) $    .37  $    .10   $      .41 
Average number of                                                               
common shares              120,228    120,229  120,230   120,250      120,235 

(1) The first quarter of 1993 reflects a pre-tax gain of $55 million related to 
 the sale of the stock of Viacom Cablevision of Wisconsin Inc. (See Note
14).                                                                  

(2) The fourth quarter of 1993 reflects Preferred Stock dividends of $12.8      
million (See Note 6).                                                 

(3) The third quarter of 1992 reflects a reversal of compensation expense       
    associated with the Long-Term Incentive Plans.  The fourth quarter of 1992
reflects a significant expense associated with the Long-Term Incentive
    Plans.  The fluctuations in compensation expense associated with the Long-
Term Incentive Plans for the third and fourth quarter of 1992 resulted
 primarily from the fluctuations in market value of Viacom Inc.'s Common
Stock  (See Note 6).                                                  

(4) The second quarter of 1992 reflects the reserve for litigation of $33       
million related to a summary judgment against the Company in a dispute
 with CBS Inc.  The third quarter of 1992 reflects a gain of $35 million
   related to certain aspects of the settlement of the Time Warner antitrust
lawsuit (See Note 14).                                                

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10-K/A 110th Page of 152 TOC 1st Previous Next ↓Bottom Just 110th
VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

14) OTHER ITEMS, NET                                                            

As part of the settlement of the Time Warner antitrust lawsuit, the Company     
sold all the stock of Viacom Cablevision of Wisconsin, Inc. to Warner           
Communications Inc. ("Warner").  This transaction was effective on January 1,   
1993.  As consideration for the stock, Warner paid the sum of $46 million plus  
repayment of debt under the Credit Agreement in the amount of $49 million,      
resulting in a pre-tax gain of approximately $55 million reflected in "Other    
items, net."  Also reflected in this line item is the net gain on the sale of a 
portion of an investment held at cost and adjustments to previously established 
non-operating litigation reserves, and other items.                             

"Other items, net" reflects a gain of $35 million recorded in the third quarter 
of 1992; this gain represents payments received in the third quarter relating   
to certain aspects of the settlement of the Time Warner antitrust lawsuit, net  
of the Company's 1992 legal expenses related to this lawsuit.                   

"Other items, net" also reflects a reserve for litigation of $33 million during 
the second quarter of 1992 related to a summary judgment against Viacom in a    
dispute with CBS Inc. arising under the 1970 agreement associated with the      
spin-off of Viacom International Inc. by CBS Inc.  On July 30, 1993, the        
Company settled all disputes arising under the above litigation.                

In September 1991, the Company recorded a reserve for its investment in a       
start-up joint venture.  On August 16, 1991, the Company sold 129,837 shares of 
Turner Broadcasting System, Inc. Class B Common Stock for approximately $1.9    
million.  These transactions resulted in a pre-tax loss of approximately $6.5   
million, which is reflected in "Other items, net."                              

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VIACOM INC. AND 
VIACOM INTERNATIONAL INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  

15) SUPPLEMENTAL CASH FLOW INFORMATION                                          

                                             Year Ended December 31,
                                            ------------------------
                                            1993      1992      1991
                                            ----     -----      ----
                                            (Thousands of dollars)
Cash payments for interest net of               $167,383  $194,879  $233,904    
amounts capitalized                                                         
Cash payments for income taxes                    32,675    50,738    24,539    
Cash received for income taxes                     1,074     1,470     3,301    

Supplemental schedule of non-cash financing                                     
and investing activities:                                                   
B Common stock issued as                                                      
satisfaction for LTIP liability                     --     6,894        --  
Equipment acquired under capitalized leases      44,381    26,192        --   
B Common Stock issued to acquire the remaining                                
50.01% interest in MTV EUROPE                       --        --    65,000  

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ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                   

Not applicable.                                                 

II-63   

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    VIACOM INC. AND VIACOM INTERNATIONAL INC. AND SUBSIDIARIES

     INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

 The following consolidated financial statements and schedules
 of the registrant and its subsidiaries are submitted herewith
as part of this report:                                     

                                                             Reference
                                                            (Page/s)
                                                            --------

   1. Report of Independent Accountants..................    II-32

2. Management's Statement of Responsibility for             
      Financial Reporting................................    II-33

3. Consolidated Statements of Operations for the years      
       ended December 31, 1993, 1992, and 1991...........    II-34

4. Consolidated Balance Sheets as of December 31, 1993      
         and 1992........................................... II-35-II-36

5. Consolidated Statements of Cash Flows for the years      
        ended December 31, 1993, 1992 and 1991...........    II-37

6. Consolidated Statements of Shareholders' Equity for      
      the years ended December 31, 1993, 1992 and 1991...    II-38

      7. Notes to Consolidated Financial Statements......... II-39-II-62

Report of Independent Accountants on Financial              
  Statement Schedules...................................     F-2

Financial Statement Schedules:                              

           II.  Amounts receivable from related parties.     F-3

       VIII. Valuation and qualifying accounts..........     F-4

         IX. Short-term borrowings......................     F-5

X. Supplementary statement of operations    
             information................................     F-6

  All other Schedules are omitted since the required information
is not present or is not present in amounts sufficient to   
  require submission of the schedule, or because the information
 required is included in the consolidated financial statements
and notes thereto.                                          

     F-1

10-K/A 114th Page of 152 TOC 1st Previous Next ↓Bottom Just 114th
REPORT OF INDEPENDENT ACCOUNTANTS                           
---------------------------------                           

To the Boards of Directors and                              
Shareholders of Viacom Inc. and                             
Viacom International Inc.                                   

          Our audits of the consolidated financial statements referred to in our
      report dated February 4, 1994, except as to Note 2, which is as of
         March 11, 1994, appearing on page II-32 of this annual report on Form
    10-K also included an audit of the Financial Statement Schedules
  listed in Item 14(a) of this Form 10-K.  In our opinion, these
 Financial Statement Schedules present fairly, in all material
        respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.         

PRICE WATERHOUSE                                            

1177 Avenue of the Americas                                 
New York, New York   10036                                  
February 4, 1994                                            

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VIACOM INC. AND VIACOM INTERNATIONAL INC. AND SUBSIDIARIES    
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES     

(Thousands of Dollars)      

                                                        [Enlarge/Download Table]
                                                                                                    

          Col. A                Col. B       Col. C               Col. D                Col. E      
          ------                ------       ------               ------                ------      
                                                                                   Balance at End of
                                                                 Deductions             Period      
                                                       --------------------------  -----------------
                               Balance at                         Amounts                           
                              Beginning of              Amounts   Written                      Non- 
      Name of Debtor             Period     Additions  Collected    Off     Other   Current  Current
      --------------          -----------   ---------  ---------  -------   -----   -------  -------
                                                                                                    
Year ended December 31, 1993:                                                                       
  National Amusements, Inc.        --       $  855     $  855        --      --       --       --   

Year Ended December 31, 1992:                                                                       
  National Amusements, Inc.        --       $1,307     $1,307        --      --       --       --   

Year Ended December 31, 1991:                                                                       
  National Amusements, Inc.        --       $2,885     $2,885        --      --       --       --   


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      VIACOM INC. AND VIACOM INTERNATIONAL INC. AND SUBSIDIARIES
     SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

    (Thousands of Dollars)

                                                        [Enlarge/Download Table]
                                                                                           

       Col. A                Col. B              Col. C              Col. D        Col. E  
       ------                ------      -----------------------  -------------    ------  
                            Balance at   Charged to  Charged to                  Balance at
                           Beginning of  Costs and     Other                       End of  
   Description                Period      Expenses   Accounts(A)  Deductions(B)    Period  
   -----------             -----------   ---------   -----------  -------------  ----------
                                                                                           
Allowance for                                                                              
doubtful accounts:                                                                         

 Year ended December         $25,779      $16,733      $3,459         $12,082     $33,889  
   31, 1993                                                                                

 Year ended December         $28,603      $ 9,355      $ (155)        $12,024     $25,779  
   31, 1992                                                                                

 Year ended December         $23,593      $15,855      $1,933(C)      $12,778     $28,603  
   31, 1991                                                                                

<FN>                                                                                          

Notes:                                                                                     
-----                                                                                      

(A)  Charged (credited) to the balance sheet account "Owners' share of                     
     distribution revenue."                                                                
(B)  Includes amounts written off, net of recoveries.                                      
(C)  Includes the allowance for doubtful accounts of MTV EUROPE,                           
     previously accounted for under the equity method, of $689 thousand                    


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    VIACOM INC. AND VIACOM INTERNATIONAL INC. AND SUBSIDIARIES

   SCHEDULE IX - SHORT-TERM BORROWINGS

    (Thousands of Dollars)

                                                        [Enlarge/Download Table]
                                                                                              

          Col. A                 Col. B       Col. C     Col. D       Col. E        Col. F    
          ------                 ------       ------     ------       ------        ------    
                                                        Maximum      Average        Weighted  
                                             Weighted    Amount       Amount        Average   
                                Balance at   Average   Outstanding  Outstanding  Interest Rate
Category of Aggregate          Beginning of  Interest  During the   During the    During the  
Short-term Borrowings             Period       Rate      Period      Period(A)     Period(A)  
---------------------          -----------   --------  ----------   -----------  -------------
                                                                                              
Year ended December 31, 1993                                                                  
  Money Market                  $      --       --     $  23,000     $    305        3.68%    
  Commercial Paper              $  60,879     3.68%    $ 174,257     $122,744        3.64%    

Year ended December 31, 1992:                                                                 
  Money Market                  $      --       --     $   6,000     $  1,684        4.66%    
  Commercial Paper              $   9,984     3.83%    $ 144,638     $ 74,214        4.51%    

Year ended December 31, 1991:                                                                 
   Money Market                 $      --       --     $  20,000     $  1,293        6.28%    
   Commercial Paper             $  73,425     5.51%    $ 188,975     $108,985        6.58%    

<FN>                                                                                          

   NOTE:                                                                                      
   ----                                                                                       

   (A)  Calculated on a monthly basis.                                                        


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    VIACOM INC. AND VIACOM INTERNATIONAL INC. AND SUBSIDIARIES
    SCHEDULE X - SUPPLEMENTARY STATEMENT OF OPERATIONS INFORMATION

    (Thousands of Dollars)

       Col. A                         Col. B
                  ------             -----------------------------
                                     Charged to Costs and Expenses
                                     -----------------------------
                                       Year Ended December 31,
                                     -----------------------------
                                    1993      1992      1991
                                    ----      ----      ----

ITEM                        

 Maintenance and repairs             $21,104  $25,649  $20,145
 Advertising costs                   $79,827  $51,124  $68,858
 Amortization                        $60,278  $63,256  $62,795
 Taxes, other than payroll and       $30,362  $21,000  $19,805
income taxes                                            

NOTE:                                                       
----                                                        
 Items not presented above are less than 1% of revenues or are
 presented elsewhere in the consolidated financial statements.

   F-6

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Item 10.  Directors and Executive Officers                                      

  For information concerning the current executive officers of Viacom Inc.
and the Company, see "Executive Officers of Viacom Inc. and the Company" in     
Part I of this report.                                                          

   Set forth below is certain information concerning the directors of Viacom
Inc and the Company.  Each director is also a director of Paramount.            

                         Corporation Offices
                         and
Director*                              Principal Occupation**           
--------                               --------------------             

George S. Abrams                   Associated with Winer & Abrams, a  
Age 61                          law firm located in Boston,     
Director since 1987                Massachusetts, for more than five  
                                       years.  Mr. Abrams became a director of
                                      Paramount in 1994 and NAI in 1992.  He
                                       is the former General Counsel and Staff
                                    Director of the United States Senate
                                     Judiciary Committee on Refugees.  Mr.
                                     Abrams is also a member of the Boards
                                      of Trustees and Visiting Committees of
                                    a number of art museums, art-related
                             organizations and educational
             institutions.

  Frank J. Biondi, Jr.               President, Chief Executive Officer of
 Age 49                          Viacom Inc. and the Company since
Director since 1987                July 1987 and Paramount since March
                                      1994.  Mr. Biondi became a director of
                                      Paramount in 1994.  From November 1986
                                      to July 1987, Mr. Biondi was Chairman,
                                    Chief Executive Officer of Coca-Cola
                                    Television and, from 1985, Executive
                                   Vice President of the Entertainment
                                Business Sector of The Coca-Cola
                                    Company.  Mr. Biondi joined Home Box
                               Office in 1978 and held various
                                        positions there until his appointment as
                                     President, Chief Executive Officer in
                                     1983.  In 1984, he was elected to the
                                   additional position of Chairman and
                                     continued to serve in such capacities
                                        until October 1984.  Mr. Biondi recently
                                     became a director of Maybelline, Inc.

Philippe P. Dauman                 Executive Vice President, General  
Age 40                          Counsel, Chief Administrative   
  Director since 1987                Officer and Secretary of Viacom Inc.,
                                     the Company and Paramount since March
                                      1994.  Mr. Dauman became a director of
                                  Paramount in 1994 and NAI in 1992.
                                     From February 1993 to March 1994, Mr.
                                       Dauman served as Senior Vice President,
                                       General Counsel and Secretary of Viacom
                                    Inc. and the Company. Prior to that,
                                        Mr. Dauman was a partner in the law firm
                                   of Shearman & Sterling in New York,
                        which he joined in 1978.

William C. Ferguson                Chairman of the Board and Chief    
Age 63                          Executive Officer of NYNEX since
 Director since 1993                October 1989.  Mr. Ferguson became a
                                  director of Paramount in 1994.  He
                                       served as Vice Chairman of the Board of
                                        NYNEX from 1987 to 1989 and as President
                                        and Chief Executive Officer from June to
                                   September 1989.  He has served as a
                                    director of NYNEX since 1987.  He is
                                     also a director of CPC International,
                                Inc. and General Re Corporation.

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                     Corporation Offices
                     and
Director*                            Principal Occupation**             
--------                             --------------------               

H. Wayne Huizenga                Chairman of the Board and Chief      
Age 56                        Executive Officer of Blockbuster  
 Director since 1993              since April 1987.  Mr. Huizenga became
                                a director of Paramount in 1994.  He
                                   served as President of Blockbuster from
                               April 1987 until June 1988. He is a
                                co-founder of Waste Management, Inc.
                                  (now known as WMX Technologies, Inc.),
                a waste disposal and
                                  collection company, where he served in
                                    various capacities, including President,
                                   Chief Operating Officer and a director,
                                 until May 1984.  From May 1984 to the
                             present, Mr. Huizenga has been an
                                   investor in other businesses and is the
                                sole shareholder and Chairman of the
                            Board of Huizenga Holdings, Inc.
                       ("Holdings"), a holding and
                           management company with various
                                   business interests.  In connection with
                                  these business interests, Mr. Huizenga
                                   has been actively involved in strategic
                       planning for, and executive
                                management of, these businesses.  He
                                     also has a majority ownership interest in
                                   Florida Marlins Baseball, Ltd., a Major
                                  League Baseball sports franchise, owns
                                   the Florida Panthers Hockey Club, Ltd.,
                           a National Hockey League sports
                                    franchise, and has a limited partnership
                                    interest in Miami Dolphins, Ltd. ("Miami
                                  Dolphins"), a National Football League
                              sports franchise, and an ownership
                                  interest in Robbie Stadium Corporation
                                      and certain affiliated entities, which own
                             and operate Joe Robbie Stadium in
                            South Florida.  Mr. Huizenga has
                                 entered into an agreement to purchase
                                   the remaining ownership interest in the
                                  Miami Dolphins.  He is Chairman of the
                          Board of Directors of Spelling
                                  Entertainment Group Inc.  He is also a
                                director of Discovery Zone, Inc. and
                          Republic Pictures Corporation.

Ken Miller                       President, Chief Executive Officer   
Age 51                         of The Lodestar Group, an          
  Director since 1987              investment firm, since 1988. Mr. Miller
                                   became a director of Paramount in 1994.
                                 He was Vice Chairman of Merrill Lynch
                                      Capital Markets during 1987 and a Managing
                                     Director of Merrill Lynch Capital Markets
                                   for more than the preceding five years.
                                    He is Chairman of the Board of Directors
                                 of Kinder-Care Learning Centers, Inc.

Brent D. Redstone                Assistant District Attorney for      
Age 43                        Suffolk County, Massachusetts from
Director since 1991              1976 to October 1991, serving from   
                                  1988 through 1991 on the Homicide Unit
                                 responsible for the investigation and
                                  trial of homicide cases.  Mr. Redstone
                                  became a director of Paramount in 1994
            and NAI in 1992.

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                     Corporation Offices
                     and
Director*                            Principal Occupation**             
--------                             --------------------               

Sumner M. Redstone               Chairman of the Board of Viacom Inc. 
 Age 69                        and the Company since June 1987 and
    Director since 1986              Paramount since April 1994.  Mr. Redstone
                                   became a director of Paramount in 1994.
                                     He has served as Chairman of the Board of
                               NAI since 1986 and President, Chief
                                Executive Officer of NAI since 1967.
                                  Mr. Redstone is the former Chairman of
                                 the Board of the National Association
                                of Theater Owners and is currently a
                                      member of its Executive Committee.  During
                                   the Carter Administration, Mr. Redstone
                                      was appointed a member of the Presidential
                                  Advisory Committee on the Arts for the
                                     John F. Kennedy Center for the Performing
                                  Arts and, in 1984, he was  appointed a
                                Director of the Kennedy Presidential
                                 Library Foundation.  Mr. Redstone has
                                      recently accepted a visiting professorship
                                    at Brandeis University.  Since 1982, Mr.
                                     Redstone has been a member of the faculty
                                     of Boston University Law School, where he
                                  has lectured in entertainment law. Mr.
                                      Redstone graduated from Harvard University
                                      in 1944 and received an LL.B. from Harvard
                                   University School of Law in 1947.  Upon
                                  graduation, Mr. Redstone served as Law
                                     Secretary with the United States Court of
                                    Appeals, and then as a Special Assistant
                                  to the United States Attorney General.

Frederic V. Salerno              Vice Chairman -- Finance and and     
 Age 49                        Business Development of NYNEX since
Director since 1994              March 1, 1994.  Mr. Salerno became a 
                                  director of Paramount in 1994.  He was
                                   Vice Chairman of the Board of NYNEX and
                               President of the Worldwide Services
                                 Group from 1991 to 1994 and President
                                   and Chief Executive Officer of New York
                                    Telephone Company from 1987 to 1991.  He
                                   has served as a director of NYNEX since
                                    1991.  He is also a director of The Bear
                                  Stearns Companies Inc. and Avnet, Inc.

William Schwartz                 Vice President for Academic Affairs  
     Age 59                        (the chief academic officer) of Yeshiva
Director since 1987              University since 1992 and University 
                                  Professor of Law at Yeshiva University
                               and the Cardozo School of Law since
                                    1991.  Mr. Schwartz became a director of
                              Paramount in 1994.  He has been of
                                    Counsel to Cadwalader, Wickersham & Taft
                                 since 1988.  Mr. Schwartz was Dean of
                                    the Boston University School of Law from
                               1980 to 1988, a professor of law at
                                   Boston University from 1955 to 1991 and
                                   Director of the Feder Center for Estate
                                   Planning at Boston University School of
                                   Law from 1988 to 1991. He has served as
                                 Chairman of the Board of Directors of
                                      UST Corporation since 1993.  He previously
                                      served as Vice Chairman of UST Corporation
                                     since 1985 and has been a director of UST
                                 Corporation for more than five years.
                                Mr. Schwartz is a trustee of several
                                    educational and charitable organizations
                                  and an honorary member of the National
                                 College of Probate Judges.  He served

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                     Corporation Offices
                     and
Director*                            Principal Occupation**             
--------                             --------------------               

                             as Chairman of the Boston Mayor's
                        Special Commission on Police
                                Procedures and was formerly a member
                                  of the Legal Advisory Board of the New
                York Stock Exchange.

*   Brent Redstone is the son of Sumner Redstone.  None of the other directors
is related to any other director or executive officer of Viacom                 
Inc., the Company or Paramount by blood, marriage or adoption.                  

**   NAI, Paramount and the Company are affiliates of Viacom Inc.  None of      
the other corporations or organizations indicated herein is a parent,           
subsidiary or other affiliate of Viacom Inc.                                    

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Item 11.  Executive Compensation                                                

Compensation Committee Report on Executive Compensation                         
-------------------------------------------------------                         

    All members of the Compensation Committee are non-employee directors.  The
members include Mr. Sumner Redstone, the controlling shareholder of Viacom Inc. 
The Committee reviews and, with any changes it believes appropriate, approves   
Viacom Inc.'s executive compensation.  Independent compensation consultants have
advised the Committee with respect to the long-term incentive compensation      
plans since 1987.                                                               

The objectives of the executive compensation package for Viacom Inc.'s
executive officers are to:                                                      

-    Set levels of base salary and annual bonus compensation that will
    attract and retain superior executives in the highly competitive
environment of media companies;                             

   -    Provide annual bonus compensation for executive officers that varies
         directly with Viacom Inc.'s financial performance and, in the case of
      executive officers with divisional responsibilities, also with the
financial performance of their respective divisions, and, in
         addition, reflects the executive officer's individual contribution to
that performance; and                                       

     -    Provide long-term incentive compensation that is tied to Viacom Inc.'s
      stock price so as to focus the attention of executives on managing
      Viacom Inc. from the perspective of an owner with an equity stake.

  Viacom Inc. has just completed a historic transaction in the acquisition
of Paramount.  It is therefore more crucial than ever that Viacom Inc. attract  
and retain executives with broad media-based experience.  The Committee's goal  
is to develop a compensation package that enables Viacom Inc. to accomplish     
this.                                                                           

In that connection, the Committee evaluates the competitiveness of its
executive compensation packages based on information from a variety of sources, 
including information supplied by consultants and information obtained from the 
media or from Viacom Inc.'s own experience.  The Committee also focuses on      
executive compensation offered by the members of the peer group included in the 
Performance Graph* set forth below.  At times, the Committee also evaluates     
compensation at a broader range of companies whether or not included in the     
peer group that have particular lines of business comparable to those of Viacom 
Inc.                                                                            

----------                                                                      
*As a result of the Paramount Merger and the anticipated Blockbuster Merger, it 
is likely that the composition of the peer group included in the Performance    
Graph will be reviewed and adjusted for subsequent years.                       

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    While the Committee evaluates this information and has generally attempted
to peg overall compensation to the median to 75th percentile level (with base   
salaries generally being pegged to the median level and annual bonus            
compensation to the 75th percentile level), it ultimately determines the        
appropriate compensation for each position based on the requirements and        
characteristics of that position and the knowledge, skills and abilities of the 
executive.  For Viacom Inc.'s executive officers as a whole and for Mr. Biondi  
specifically, the Committee believes that it has achieved its goal of providing 
overall 1993 compensation, and the base salary and annual bonus components, at  
the median to 75th percentile level.                                            

Executive Compensation                                                          
----------------------                                                          

Executive compensation is comprised of base salary, annual bonus      
compensation and long-term incentive compensation in the form of stock options  
and phantom share awards.  Long-term incentive compensation for executive       
officers with divisional responsibilities has also included performance share   
awards tied to divisional performance.                                          

Base Salaries                                                                   
-------------                                                                   

   Base salary levels for executive officers are consistent with competitive
practice and level of responsibility.  Base salary levels for the more senior   
executive officers are generally set forth in the executives' employment        
contracts and increases in their base salary in 1993 were generally made in     
accordance with their contracts.  Increases in base salary in 1993 for other    
senior executives were set consistent with the considerations discussed above   
with respect to base salary levels and increases were within the range of       
percentages by which the salaries of other senior executives at that level      
increased.  The employment contracts for Mr. Biondi and the other four named    
executive officers are described below under the caption "Employment Contracts".

Incentive Compensation                                                          
----------------------                                                          

Limits to Tax Deductibility of Executive Compensation                           
-----------------------------------------------------                           

   The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the
Internal Revenue Code of 1986, as amended, generally limiting to $1,000,000 the 
federal tax deductibility of compensation (including stock options) paid to     
Viacom Inc.'s Chief Executive Officer and the four most highly compensated      
officers, other than the Chief Executive Officer, starting with the 1994        
calendar year.  The tax law change includes an exception to the deduction       
limitation for performance-based compensation (including stock-based            
compensation, such as stock options), provided such compensation meets          
certain requirements, including shareholder approval.  The Viacom Inc.          
Senior Executive Short-Term Incentive Plan (the "Senior Executive STIP")        
and the 1994 Viacom Inc. Long-Term Management Incentive Plan (the "New          
LTMIP") have been designed to comply with this exception.  The Senior           
Executive STIP will provide objective performance-based annual bonuses          
for selected executive officers of Viacom Inc., subject to a maximum            
limit, starting with the 1994 calendar year.  Long-term incentive               
compensation for Viacom Inc.'s executive officers will be provided              
under the New LTMIP starting with the 1994 calendar year, primarily             
through grants of stock options.  The Viacom Inc. Board of Directors            
has adopted, and is recommending that the shareholders approve, the             
Senior Executive STIP and the New LTMIP.  Viacom Inc. does not expect           
compensation paid to Viacom Inc.'s Chief Executive Officer and the              
other four most highly compensated officers for 1994 to exceed the              
Section 162(m) deductibility limit because of the anticipated shareholder       
approval of the Senior Executive STIP and the New LTMIP, the effect of the      
"grandfathering" provisions of the tax laws and the deferral of a portion (not  
in excess of 15%) of annual cash compensation under the Company's 401(k) and    
excess 401(k) plans.                                                            

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Annual Bonus Compensation                                                       
-------------------------                                                       

  Annual bonus compensation for Viacom Inc.'s executive officers from 1989
through 1993 was provided under the Company's Short-Term Incentive Plan         
(the "STIP").  During each of those calendar years, target levels of annual     
operating income and cash flow were established for Viacom Inc. as a whole      
and for each of its divisions and subsidiaries.  Operating income is defined as 
revenues less operating expenses (other than depreciation and amortization);    
cash flow is defined as operating income (as defined) less cash capital         
expenditures and increases or decreases in working capital and in other balance 
sheet investments.  Historically, the operating income and cash flow goals have 
generally been given equal weight.  Additional targets have also been           
established for specific divisions and subsidiaries.  For 1993, operating       
income and cash flow goals were given equal weight for Viacom Inc. as a whole   
and were generally given equal weight for its divisions and subsidiaries.       

  The level of achievement of the applicable corporate or divisional goals
determined the aggregate amounts available for funding awards for corporate or  
divisional executives; the amounts were subject to upward or downward           
adjustment pursuant to a mathematical formula based on the level of achievement 
and could exceed 100% of targeted amounts.  The aggregate amount available for  
funding annual bonuses for executive officers with exclusive corporate          
responsibilities was based exclusively on achievement of Viacom Inc.'s annual   
financial targets.  For executive officers with divisional responsibilities,    
most (approximately 80%) of their annual bonuses (including 1993 bonuses) was   
based on the aggregate amounts available for annual bonuses for their           
particular divisions, which was determined by the level of achievement of the   
applicable divisional targets; the remaining 20% was based on the aggregate     
amount available for annual bonuses for corporate executives.                   

   The Committee approved a specific target bonus for each executive officer
which was expressed as a percentage of his salary.  These targets are included  
in the executive officers' employment contracts and for the named executive     
officers other than Mr. Biondi are described below under the caption            
"Employment Contracts".                                                         

At the beginning of each calendar year, the executive officers were   
assigned individual goals for that year.  The goals for executive officers with 
divisional responsibilities tended to parallel the applicable divisional goals. 
At the end of each calendar year, an assessment was made of each executive      
officer's individual performance.  If the officer had achieved 100% of his      
individual goals, he would receive an award of 100% of his target bonus,        
assuming the applicable corporate and/or divisional targets had been fully      
achieved.  Thus, since the applicable individual and corporate and/or divisional
targets for 1991 and 1992 were both fully met or exceeded, each of the named    
executives received at least 100% of their target bonus for those years.  The   
applicable individual and corporate targets and the targets of each division,   
other than the Cable Division, were also fully met or exceeded for 1993 and each
of the named executives, other that Mr. Goddard, received at least 100% of their
target bonus for 1993.  In addition, each of such executives also received a    
special bonus in recognition of their outstanding personal contributions to     
such achievement, as well as their special efforts to effect the Paramount      
Merger.  Mr. Goddard's 1993 annual bonus reflected the Cable Division's less    
than 100% achievement of its targets.                                           

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Long-Term Incentive Compensation                                                
--------------------------------                                                

 The Committee believes that the use of equity-based long-term incentive
plans directly links executive interests to enhancing shareholder value.        

Viacom Inc.'s first long-term incentive program was provided under the
Viacom Inc. Long-Term Incentive Plan ("LTIP"), established in 1987 after the    
Company was acquired by NAI.  The LTIP was developed with the assistance        
of Towers Perrin, an independent consultant.  Since it was crucial to the       
success of Viacom Inc. that it attract and retain the services of experienced   
executives, the Committee awarded a single substantial grant of phantom shares  
to Viacom Inc.'s executive officers as of August 1987.  The size of the grant to
each executive was within the range assigned to the executive's relative level  
of responsibility.  Payment for most LTIP phantom shares was accelerated and    
made in December 1992.  The reasons for the acceleration and the operation of   
the LTIP are described in more detail below.                                    

Most subsequent long-term incentive compensation for Viacom Inc.'s    
executive officers has been provided under the five (5) year Viacom Inc. 1989   
Long-Term Management Incentive Plan (the "LTMIP") through annual stock option   
grants.  The LTMIP was also developed with the assistance of Towers Perrin.     

    Payments for phantom shares granted under the LTIP was based on the amount
by which the fair market value of the Viacom Inc. Common Stock as of certain    
valuation dates exceeded the initial value of the phantom shares on the date of 
grant, subject to a $31.23 per share payment limit.  These phantom shares had an
average initial value of $19.50.  In 1990, Viacom Inc. issued a share of Class B
Common Stock for each share of Class A Common Stock then outstanding.  As       
adjusted by the Committee for this stock split, the value of each phantom share 
was determined by reference to the combined fair market values of a share of    
Class A Common Stock and a share of Class B Common Stock.  The first valuation  
date was December 15, 1992 for 25% of the grant, although a portion of these    
phantom shares were valued as of December 15, 1990.  The second  valuation date 
was December 15, 1993 for another 25% and the final valuation date is December  
15, 1994 for the remaining 50%.  These phantom shares vested over the three     
year period from 1987 through 1990.                                             

Subsequent minor grants of LTIP phantom shares were made with initial 
values set at the fair market value of the Viacom Inc. Common Stock at the time 
of grant.                                                                       

On December 17, 1992, the Committee approved the acceleration of the  
valuation and payment to active employees, including Viacom Inc.'s executive    
officers, of the LTIP phantom shares granted as of August 1987 that would       
otherwise be valued and paid after the December 15, 1993 and December 15, 1994  
valuation dates.  Payment for these phantom shares was made in December 1992 at 
the same time that payment was made for the LTIP phantom shares with a December 
15, 1992 valuation date.  The Committee took this action, in part, to preserve  
individual and corporate tax benefits which might be lost in the future if      
certain announced tax law changes were enacted.  The Committee also took this   
action because these phantom shares had already reached the $31.23 per share    
payment limit, thereby reducing their value as incentives to enhancing          
shareholder value, and because the remaining valuation and payment dates (i.e., 
December 15, 1993 and December 15, 1994) were more than six or seven years      
after the original grant.  For a description of the acceleration of the         
valuation and payment of Mr. Biondi's LTIP phantom shares, see "Chief Executive 
Officer's Compensation" below.                                                  

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   Under the LTMIP, the Committee awarded annual grants of stock options for
Class B Common Stock to Viacom Inc.'s executive officers for the years 1990,    
1991, 1992 and 1993.  The Committee also awarded Mr. Dauman a special one-time  
grant of 60,000 stock options for Class B Common Stock as of February 1, 1993   
when he became an executive officer of Viacom Inc. and the Company.  The        
exercise price of all of these stock options was set at the fair market value   
of the Class B Common Stock at the time of grant.  The grant awarded by the     
Committee for 1989 consisted of a combination of stock options and phantom      
shares.  Included in Messrs. Biondi, Braun, Goddard and Weinstein's 1989 grant  
were certain stock options conditioned upon their becoming available from       
forfeitures by other participants in the LTMIP.  After the 1990 stock split,    
the Committee adjusted the phantom shares granted in 1989 in the same manner    
that it adjusted the LTIP phantom shares and each stock option granted in 1989  
became exercisable for a share of Class A Common Stock and a share of Class B   
Common Stock.  All of the stock options granted under the LTMIP are ten-year    
non-qualified options that become fully exercisable four years after the grant. 

The pattern for determining awards to Viacom Inc.'s executive officers
under the LTMIP was essentially consistent with the pattern developed for the   
LTIP except that (i) each of the five awards to these officers for the 1989     
through 1993 period was approximately one-fifth of the size of the 1987 LTIP    
grants to executives at their level and (ii) an effort was made to reduce the   
difference between the grants at the divisional Chairman level and the grants   
at the divisional President level.  The 1993 LTMIP awards were generally        
consistent with the pattern described above.  The amounts therefore reflected   
the amounts of outstanding awards, as adjusted for promotions.  In addition,    
from time to time, in determining the amount of the LTMIP awards, special note  
was taken of either a unique competitive situation or extraordinary individual  
contributions which had already occurred or were expected in the future.  Mr.   
Dauman's initial LTMIP grant was thus intended in part, to attract him to Viacom
Inc. and, in part, to recognize his extraordinary services to Viacom Inc. before
he became an executive officer of Viacom Inc.                                   

In 1993, the Viacom Inc. Long-Term Incentive Plan (Divisional) (the   
"Divisional LTIP") was adopted by the Committee.  The Divisional LTIP was       
developed with the assistance of Frederic W. Cook & Co., Inc. to provide long-  
term compensation for divisional executives based on the performance of their   
respective divisions.  The Divisional LTIP is designed to provide divisional    
executives with annual grants of performance shares that vest after three       
years.  Long-term financial and strategic goals are established by the          
Committee for each division or subsidiary at the time the performance shares    
are granted.  The amount payable for the performance shares is based on the     
achievement during the three years of those goals, with the amounts payable     
varying directly with the level of achievement.  Amounts are payable if         
certain, though not all, of the goals are achieved provided certain minimum     
levels are achieved.                                                            

  The first grant of performance shares under the Divisional LTIP was made
in June 1993 with respect to the three year period that commenced January 1,    
1993.  The financial goals included the attainment of specified levels of       
cumulative operating income and average return on net assets employed.  In      
addition, strategic targets were established for specific divisions and         
subsidiaries.  The Committee established the amounts and terms of these grants. 
Executive officers with divisional responsibilities such as Messrs. Braun and   
Goddard received a grant under the Divisional LTIP for the three year period    
that commenced January 1, 1993.  The 1992 and 1993 LTMIP grants to these        
executives were reduced to reflect their participation in the Divisional Plan.  
It is expected that long-term compensation for 1994 and subsequent years for    
executive officers with divisional responsibilities will be awarded under the   
New LTMIP and not under the Divisional LTIP.                                    

Chief Executive Officer's Compensation                                          
--------------------------------------                                          

 Mr. Biondi's compensation package was negotiated in 1987 when he became
President, Chief Executive Officer of Viacom Inc. and the Company.  It          
included his initial base salary and 10% annual rate of increase, his           
guaranteed annual bonus compensation and a grant of 240,000 LTIP phantom        
shares.  His employment contract is more fully described below under the        
caption "Employment Contracts".                                                 

III-9           

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    Mr. Biondi's salary increased during 1993 by the stipulated 10%.  His 1993
annual bonus reflected full achievement of Viacom Inc.'s operating income and   
cash flow goals for the year.  In addition, he received a special bonus in      
recognition of his outstanding personal contribution to that achievement, as    
well as his special efforts to effect the Paramount Merger.  Mr. Biondi's 1993  
stock option award under the LTMIP is consistent with the overall program and   
is shown below in the Summary Compensation Table.                               

As part of the Committee's approval of the accelerated valuation and  
payment of the LTIP phantom shares discussed above, the Committee approved the  
December 1992 payment of Mr. Biondi's LTIP phantom shares with December 15,     
1993 and December 15, 1994 valuation dates.  Payment was made in shares of      
Class B Common Stock with the number of shares based on the fair market value   
of the Class B Common Stock on December 17, 1992.  The Committee determined     
that payment to Mr. Biondi in stock, rather than cash, was preferable because   
Mr. Biondi's LTIP phantom shares, unlike those of other employees, were not     
subject to the $31.23 per share payment limit, and the payment in stock would   
allow him to continue to benefit from, and would further link his interests to, 
increases in shareholder value.  As a result of the foregoing, Mr. Biondi       
recognized taxable income and the Company recognized a corresponding            
deduction, of $10,263,600, of which $3,370,053 was withheld as taxes and the    
remainder paid as 177,897 shares of Class B Common Stock, all of which have     
been retained by Mr. Biondi.  Mr. Biondi also received a cash payment in        
December 1992 in the amount of $3,421,200 for his LTIP phantom shares with a    
December 15, 1992 valuation date.                                               

Sumner M. Redstone, Chairman                                                    
George S. Abrams                                                                
Philippe P. Dauman*                                                             
William C. Ferguson                                                             
H. Wayne Huizenga                                                               
Ira A. Korff**                                                                  
Jerome Magner**                                                                 
Ken Miller                                                                      
Brent D. Redstone                                                               
Frederic V. Salerno***                                                          
William Schwartz                                                                
Members of the Compensation Committee                                           

----------                                                                      
*Mr. Dauman resigned from the Compensation Committee on February 1, 1993 when   
he became an executive officer of Viacom Inc. and the Company.                  
**Messrs. Korff and Magner resigned on March 15, 1994 when they resigned from   
the Boards of Directors of Viacom Inc. and the Company.                         
***Mr. Salerno became a member of the Compensation Committee when he became a   
director of Viacom Inc. and the Company on January 27, 1994.                    

III-10          

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                                                        [Enlarge/Download Table]
                                         Summary Compensation Table                            
                                         --------------------------                            


                           Annual Compensation(1)   Long-Term Compensation                     
                           ----------------------   ----------------------                     
                                                      Awards       Payouts                     
Name and                                              ------       -------                     
Principal                                           Securities                   All Other     
Position at                                         Underlying     LTIP          Compensa-     
End of Fiscal 1993    Year    Salary       Bonus    Options(2)     Payouts       tion (3)      
------------------    ----    ------       -----    ----------     -------       -------       
                                                                                               
Frank J. Biondi, Jr.  1993  $1,010,904  $1,600,000    90,000         0           $65,180       
President, Chief      1992     922,045   1,000,000    90,000    $13,684,800(4)    46,032       
Executive Officer     1991     835,151     900,000    90,000         0               --        
of Viacom Inc. and                                                                             
the Company                                                                                    

Neil S. Braun         1993  $  552,115  $  450,000    30,000    $    39,038      $24,788       
Senior Vice President 1992     456,130     375,000    30,000      2,037,485(5)    16,275       
of Viacom Inc. and    1991     414,087     320,000    36,000          0               --       
the Company; Chairman,                                                                         
Chief Executive Officer                                                                        
of the Viacom                                                                                  
Entertainment Group*                                                                           

Philippe P. Dauman    1993  $  553,846  $  900,000   120,000***        0               0       
Senior Vice President,                                                                         
General Counsel and                                                                            
Secretary of Viacom Inc.                                                                       
and the Company**                                                                              

John W. Goddard       1993  $ 562,154   $  500,000    40,500           0            $26,500    
Senior Vice President 1992    513,923      764,664    40,500     $4,028,670(4)       32,362    
of Viacom Inc. and    1991    474,228      708,000    54,000           0                 --    
the Company;                                                                                   
President, Chief                                                                               
Executive Officer of                                                                           
the Viacom Cable                                                                               
Division                                                                                       

<FN>                                                                                             
------                                                                                         
*    On March 17, 1994, Mr. Braun relinquished his responsiblities as Chairman, Chief Executive
     Officer of the Viacom Entertainment Group.                                                

**   On March 15, 1994, Mr. Dauman became Executive Vice President, General Counsel, Chief     
     Administrative Officer and Secretary of Viacom Inc. and the Company.                      

***  Mr. Dauman received two grants in 1993: a special one-time grant of 60,000 options for    
     Class B Common Stock as of February 1, 1993 when he joined Viacom Inc. and a regular      
     grant of 60,000 options for Class B Common Stock as of August 1, 1993.  See Option Grant  
     Table below.                                                                              


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                                                        [Enlarge/Download Table]
                                     Summary Compensation Table (cont'd)                       
                                     -----------------------------------                       


                           Annual Compensation(1)   Long-Term Compensation                     
                           ----------------------   ----------------------                     
                                                      Awards        Payouts                    
Name and                                              ------        -------                    
Principal                                           Securities                   All Other     
Position at                                         Underlying     LTIP          Compensa-     
End of Fiscal 1993    Year    Salary       Bonus    Options(2)     Payouts       tion (3)      
------------------    ----    ------       -----    ----------     -------       -------       
                                                                                               
Mark M. Weinstein      1993  $ 493,039   $ 450,000      30,000          0         $23,538      
Senior Vice President, 1992    368,538     225,000      30,000   $2,014,335(5)     15,118      
Government Affairs of  1991    337,038     300,000      27,000          0              --      
Viacom Inc. and the                                                                            
Company                                                                                        

<FN>                                                                                             

NOTES:                                                                                         

(1)  For 1993, salary and bonus include compensation deferred under the Company's 401(k) and   
     excess 401(k) plans for Mr. Biondi in the amount of $253,285, for Mr. Braun in the amount 
     of $150,000, for Mr. Goddard in the amount of $53,000 and for Mr. Weinstein in the amount 
     of $47,077.                                                                               

(2)  In addition, conditions relating to certain options granted in 1989 were met as follows:  
     for Mr. Biondi for 834 options in 1993, 373 options in 1992 and 1,189 options in 1991;    
     for Mr. Braun for 334 options in 1993, 149 options in 1992 and 475 options in 1991; for   
     Mr. Goddard for 667 options in 1993, 299 options in 1992 and 951 options in 1991; and for 
     Mr. Weinstein for 334 options in 1993, 149 options in 1992 and 475 options in 1991.  These
     options are more fully described above in the "Compensation Committee Report on Executive 
     Compensation".                                                                            

(3)  Includes the following:  the Company's matching contributions under its 401(k) plan for   
     Mr. Biondi of $4,497 for 1993 and $3,491 for 1992; for Mr. Braun of $1,375 for 1993 and   
     $1,374 for 1992; and for each of Messrs. Goddard and Weinstein of $4,497 for 1993 and     
     $4,364 for 1992; and credits for the Company's matching contributions under its excess    
     401(k) plan for Mr. Biondi of $60,682 for 1993 and $42,541 for 1992; for Mr. Braun of     
     $23,413 for 1993 and $14,901 for 1992; for Mr. Goddard of $22,003 for 1993 and $27,998    
     for 1992; and for Mr. Weinstein of $19,041 for 1993 and $10,754 for 1992.  Disclosure     
     regarding these items is not required for calendar year 1991.                             

(4)  Consists of: $3,421,200 paid in cash for Mr. Biondi's LTIP phantom shares with a December 
     1992 valuation date; and 177,897 shares of Class B Common Stock valued on December 17,    
     1992 and $3,370,053 which was withheld as taxes for his LTIP phantom shares for which the 
     valuation and payment was accelerated.  Mr. Biondi's LTIP payout is more fully described  
     above in the "Compensation Committee Report on Executive Compensation".                   

(5)  Represents substantially all amounts payable with respect to the LTIP phantom shares      
     granted to the named executives.  Includes payment for the LTIP phantom shares with a     
     December 1992 valuation date, as well as the accelerated payment of the LTIP phantom      
     shares with future valuation dates.  The amount payable for their LTIP phantom shares was 
     the $31.23 per share payment limit (except for certain minor grants made after 1987).     
     The LTIP payouts are more fully described above in the "Compensation Committee Report on  
     Executive Compensation".                                                                  


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                                                        [Enlarge/Download Table]
                                      Option Grants in Fiscal 1993                                       
                                      ----------------------------                                       

     The following Option Grant Table includes columns designated "Potential Realizable Gain".  The      
calculations in those columns are based on hypothetical 5% and 10% growth assumptions proposed by the    
Securities and Exchange Commission.  There is no way to anticipate what the actual growth rate of the    
Class B Common Stock will be.                                                                            



                            Individual Grants                                                            
                    -----------------------------------------------  Potential Realizable Gain at        
                                   % of Total                        Assumed Annual Rates of             
                      Number of     Options                         Stock Price Appreciation for         
                      Shares of    Granted to                         Option Term Compounded             
                       Class B     Employees                               Annually(1)                   
                     Common Stock     in        Exercise           ----------------------------          
                      Underlying     Fiscal     Price       Expiration                                   
Name                   Options        1993     ($/Share)    Date         5%              10%             
-------------         ----------     -------   ---------   -------   -----------   ----------            
                                                                                                         
Frank J. Biondi, Jr.   90,000(2)     10.74%    $55 1/4    7/31/2003  $3,127,180    $7,924,885            

Neil S. Braun          30,000(2)      3.58%     55 1/4    7/31/2003   1,042,395     2,641,630            

Philippe P. Dauman     60,000(3)      7.16%     43 1/4    1/31/2003   2,084,785     5,283,255            
                       60,000(2)      7.16%     55 1/4    7/31/2003   1,631,980     4,135,760            

John W. Goddard        40,500(2)      4.83%     55 1/4    7/31/2003   1,407,230     3,566,200            

Mark M. Weinstein      30,000(2)      3.58%     55 1/4    7/31/2003   1,042,395     2,641,628            

<FN>                                                                                                       

NOTES:                                                                                                   

(1)  The total potential gain for all five named executives over the ten year term of the options listed 
     in the table would be 37/100 of one percent of the total gain in the Class B Common Stock value.  If
     the Class B Common Stock value were to appreciate 5% over the ten year term of the options, the     
     value of all shares of Class B Common Stock owned by Viacom Inc.'s shareholders would grow from $3.7
     billion to $6.1 billion, a gain of $2.4 billion.  If it were to appreciate 10%, the value of all    
     outstanding shares of Class B Common Stock would grow from $3.7 billion to $9.7 billion, a gain of  
     $6 billion.                                                                                         

(2)  These options, which were granted as of August 1, 1993, will vest in one-third increments on August 
     1, 1995, August 1, 1996 and August 1, 1997.  In addition, conditions relating to certain options    
     granted in 1989 were met in 1993 as follows:  for Mr. Biondi for 834 options; for Mr. Braun for 334 
     options; for Mr. Goddard for 667 options; and for Mr. Weinstein for 334 options.  These options are 
     more fully described above in the "Compensation Committee Report on Executive Compensation".        

(3)  These options, which were granted to Mr. Dauman as of February 1, 1993 when he joined Viacom Inc.,  
     will vest in one-third increments on August 1, 1994, August 1, 1995 and August 1, 1996.  These      
     options are more fully described above in the "Compensation Committee Report on Executive           
     Compensation".                                                                                      


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                                                        [Enlarge/Download Table]
                              Aggregated Option Exercises in Fiscal 1993                            
                              and Value of Options at End of Fiscal 1993                            
                              ------------------------------------------                            



                       Shares             Number of Securities(1)         Value of Unexercised      
                      Acquired            Underlying Unexercised          In-the-Money Options      
                         on      Value    Options at End of Fiscal 1993   at End of Fiscal 1993     
Name                  Exercise  Realized  Exercisable  Nonexercisable   Exercisable   Nonexercisable
-------               --------  --------  -----------  --------------   -----------   --------------
                                                                                                    
Frank J. Biondi, Jr.     -0-       -0-      138,000        270,000      $2,770,500      $2,823,750  

Neil S. Braun            -0-       -0-       56,000         96,000       1,122,500       1,051,500  

Philippe P. Dauman       -0-       -0-            0        120,000               0          97,500  

John W. Goddard          -0-       -0-       84,000        135,000        1,683,750       1,518,750 

Mark M. Weinstein        -0-       -0-       42,000         87,000          841,875         886,125 

<FN>                                                                                                  
NOTE:                                                                                               

(1)  Options listed below are for shares of Class B Common Stock except that exercisable options    
     include for Mr. Biondi 24,000 options each for a share of Class A Common Stock and a share of  
     Class B Common Stock, for Mr. Braun 10,000 of such options, for Mr. Goddard 15,000 of such     
     options and for Mr. Weinstein 7,500 of such options; the aggregate number of exercisable       
     options includes two underlying securities for each of these options.                          


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                                                        [Enlarge/Download Table]

                                      Long-Term Incentive Plans                                          
                                        Awards in Fiscal 1993                                            
                                        ---------------------                                            



                                                                     Estimated Future Payouts            
                                              Performance          -----------------------------------   
                         Number of            Period Until                                               
Name                     Performance Shares   Maturation(1)        Threshold   Target(2)     Maximum(3)  
----------------         ------------------   -------------        ---------   ---------     ----------  
                                                                                                         

Frank J. Biondi, Jr.            0                  ---                 ---         ---            ---    

Neil S. Braun               6,875(4)              1/1/93-           $24,062.50     ---            ---    
                                                 12/31/95                                                

Philippe P. Dauman              0                  ---                 ---         ---            ---    

John W. Goddard              5,600(5)             1/1/93-              (5)         ---            ---    
                                                12/31/95                                                 

Mark M. Weinstein               0                  ---                 ---         ---            ---    

<FN>                                                                                                       

NOTES:                                                                                                   

(1)  These performance shares vest at the end of the three-year performance period.  They are more fully 
     described above in the "Compensation Committee Report on Executive Compensation".                   

(2)  The value of the performance shares will be determined by reference to the performance criteria.    

(3)  There is no maximum since the value of the performance shares can increase without limit pursuant to
     the formula established under the performance criteria.                                             

(4)  The performance criteria for determining the value of Mr. Braun's shares was based 50% on measuring 
     Viacom Entertainment's cumulative operating income over the three-year period and 50% on the        
     achievement during the three-year period of certain performance criteria which were targeted as key 
     items in executing Viacom Entertainment's strategic plan.  It is expected that this criteria will be
     adjusted by the Compensation Committee to reflect the combination of Viacom and Paramount's         
     Entertainment Groups.                                                                               

(5)  The performance criteria applicable to Mr. Goddard's performance shares is being adjusted by the    
     Compensation Committee to reflect regulatory changes applicable to the Viacom Cable Division.       


III-15          

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Pension Plan Table                                                              
------------------                                                              

          Years of Service
         -------------------------------------------------------

Remuneration        15          20         25          30         35            
------------     --------   --------   ---------   ---------   ---------        

$   50,000     $  9,546   $ 12,728   $  15,911   $  18,297   $  20,684      
100,000       20,796     27,728      34,661      39,860      45,059   
200,000       43,296     57,728      72,161      82,985      93,809   
300,000       65,796     87,728     109,661     126,110     142,559   
400,000       88,296    117,728     147,161     169,235     191,309   
500,000      110,796    147,728     184,661     212,360     240,059   
600,000      133,296    177,728     222,161     255,485     288,809   
700,000      155,796    207,728     259,661     298,610     337,559   
800,000      178,296    237,728     297,161     341,735     386,309   
900,000      200,796    267,728     334,661     384,860     435,059   
1,000,000      223,296    297,728     372,161     427,985     483,809     
1,100,000      245,796    327,728     409,661     471,110     532,559     
1,200,000      268,296    357,728     447,161     514,235     581,309     
1,300,000      290,796    387,728     484,661     557,360     630,059     

Under the Viacom Pension Plan, and the Viacom Excess Pension Plan for 
certain higher compensated employees, an eligible employee will receive a       
benefit at retirement that is based upon the employee's number of years of      
benefit service and average annual salary (salary as set forth in the Summary   
Compensation Table) for the highest 60 consecutive months out of the final 120  
months. The benefits under the Viacom Excess Pension Plan are not subject to    
the Internal Revenue Code provisions that limit the compensation subject to     
benefits under the Viacom Pension Plan.  The number of years of benefit service 
that have been credited for Messrs. Biondi, Braun, Goddard and Weinstein are    
approximately 6.6, 5, 27 and 8, respectively.  Mr. Dauman has been credited     
with one year of service under the Viacom Pension Plan; however, the benefits   
payable under the Viacom Excess Pension Plan shall be calculated as though he   
had ten years of credited service.  The foregoing table illustrates, for        
representative average annual pensionable compensation and years of benefit     
service classifications, the annual retirement benefit payable to employees     
under the Plans upon retirement in 1993 at age 65, based on the straight-life   
annuity form of benefit payment and not subject to deduction or offset.         

III-16          

10-K/A 135th Page of 152 TOC 1st Previous Next ↓Bottom Just 135th
Performance Graph 
----------------- 

 The following graph compares the cumulative total shareholder return on
the Class A Common Stock and, as of June 18, 1990, the Class B Common Stock with
the cumulative total return on the companies listed in the Standard & Poor's 500
Stock Index and a Peer Group on companies (identified below).  The total return 
data was obtained from Standard & Poor's Compustat Services, Inc., which first  
reported trading activity for the Class B Common Stock on June 18, 1990.        

  Viacom Inc. Common Stock
   Cumulative Total Shareholder Return for
  Five-Year Period Ended December 31, 1993

December 31...          1988      1989      1990      1991      1992      1993  
--------------          ----      ----      ----      ----      ----      ----  

Viacom Class A         100.00    184.74    166.78    217.61    279.56    310.54 

Viacom Class B                             159.33    220.80    270.94    290.35 

S&P 500                100.00    131.59    127.49    166.17    178.81    196.75 

Peer Group             100.00    135.32    101.66    131.76    167.40    243.51 

   Effective June 13, 1990, one share of Class B Common Stock was issued for
each share of Class A Common Stock then outstanding.  The Class B Common Stock  
has rights, privileges, restrictions and qualifications identical to the Class  
A Common Stock except that shares of Class B Common Stock have no voting rights 
other than those required by law.  As of April 1, 1994, NAI owned 45,547,214    
shares or 85.2% of the Class A Common Stock and 45,565,414 shares or 51.7% of   
the Class B Common Stock.  Sumner M. Redstone, the controlling shareholder of   
NAI, is the Chairman of the Board of Viacom Inc., the Company and Paramount.    

     The performance graph assumes $100 invested on December 31, 1988 in each of
the Class A Common Stock, the S&P 500 Index, and the Peer Group*, including     
reinvestment of dividends, through the fiscal year ended December 31 1993.      
The cumulative total shareholder return on the Class B Common Stock assumes     
the investment in Class B Common Stock as of June 18, 1990 (the first date on   
which the Class B Common Stock was publicly traded) of an amount equal to the   
cumulative total shareholder return on the Class A Common Stock as of that      
date ($176.31).                                                                 

----------                                                                      
*  The Peer Group consists of the following companies:  BHC Communications,     
  Inc.; Cablevision Systems Corp.; Capital Cities/ABC, Inc.; CBS Inc.; Comcast
Corp.; Gaylord Entertainment Co.; King World Productions Inc.; Liberty    
Media Corp.; Multimedia, Inc.; Paramount Communications Inc.; Spelling    
Entertainment Inc.; Tele-Communications, Inc.; The News Corp. Ltd. (ADRs);
Time Warner Inc.; and Turner Broadcasting System Inc.  As a result of the 
Paramount Merger and the anticipated Blockbuster Merger, it is likely that
 the composition of the peer group included in the Performance Graph will be
reviewed and adjusted for subsequent years.                               

III-17          

10-K/A 136th Page of 152 TOC 1st Previous Next ↓Bottom Just 136th
Employment Contracts                                                            
--------------------                                                            

    It is expected that a new employment contract will be entered into shortly
with Mr. Biondi to reflect his new responsibilities as a result of the          
Paramount Merger as the President, Chief Executive Officer of Viacom Inc.  Mr.  
Biondi's current contract provided that he will be employed as President, Chief 
Executive Officer of the Company until July 31, 1995 at a base salary           
of $966,000 for the contract year that ended July 31, 1993 and $1,063,000 for   
the following contract year, with an increase for the succeeding contract year  
of not less that 10%.  His current contract also provided that he would receive 
guaranteed bonus compensation for the contract year that ended July 31, 1993 of 
not less than $465,850, with 10% annual increases for the two succeeding        
contract years.  Mr. Biondi's current contract provides that, in the event of a 
change in control of Viacom Inc. or the Company, he can terminate his contract  
upon the earlier of one year after the change in control or the last day of the 
term of his contract and receive his guaranteed bonus compensation for the      
contract year in which termination occurs pro-rated to the date of termination. 
The Company's obligations under this contract are guaranteed by Viacom Inc.     

Mr. Braun's contract currently provides that he will be employed as an
executive of the Company until December 31, 1995, at a base salary of           
$550,000 for calendar year 1993, with $50,000 annual increases for the two      
succeeding calendar years.  For the 1993, 1994 and 1995 calendar years, his     
target bonus is set at 75% of his base salary at the end of each year and his   
STIP bonus compensation shall not be less than 50% of his base salary at that   
time.                                                                           

Mr. Dauman became Executive Vice President, General Counsel, Chief    
Administrative Officer and Secretary of Viacom Inc. and the Company on          
March 15, 1994.  Previously, he had served as Senior Vice President, General    
Counsel and Secretary of Viacom Inc. and the Company since February 1,          
1993.  It is expected that his employment contract will be amended shortly to   
reflect his new responsibilities.  Mr. Dauman's contract currently provides     
that he will be employed as an executive of the Company until January           
31, 1998, at a salary of $600,000 for the contract year ending January 31,      
1994, with annual increases of not less than 10%. Currently, for the 1993       
through 1997 calendar years, his target bonus is set at 100% of his base salary 
at the end of each year and his STIP bonus compensation shall not be less than  
75% of his base salary at that time.                                            

  Mr. Goddard's contract provides that he will be employed as an executive
of the Company until December 31, 1994 at an annual base salary of              
$560,000 for the 1993 calendar year and $610,000 for the 1994 calendar year.    
Mr. Goddard's contract provides that his target bonus for each calendar year    
shall be 100% of his base salary at the end of each year.                       

  Mr. Weinstein became Senior Vice President, Government Affairs of Viacom
Inc. and the Company on February 1, 1993.  His contract was amended in 1993     
to reflect his new responsibilities.   As amended, his contract provides that   
he will be employed as an executive of the Company until December 31,           
1997, at a salary of $500,000 for the contract year that began February 1,      
1993, with $50,000 annual increases on each February 1st during the employment  
term.  For calendar years 1993 through 1997, his target bonus is set at 75% of  
his base salary at the end of each year and his STIP bonus compensation shall   
not be less than 56.25% of his base salary at that time.                        

Directors' Compensation                                                         
-----------------------                                                         

Directors of Viacom Inc. and the Company who are not officers or      
employees of Viacom Inc., the Company or NAI or members of their immediate      
family ("Outside Directors") are entitled to receive the directors' fees and    
are eligible to participate in the Company's retirement plans                   
described below.  Messrs. Abrams, Miller and Schwartz were Outside Directors    
for the entire 1993 calendar year.  Mr. Dauman was an Outside Director until    
January 31, 1993.  Messrs. Huizenga, Ferguson and Salerno became Outside        
Directors on October 22, 1993, November 20, 1993 and January 27, 1994,          
respectively.  In 1993, only Outside Directors received any compensation for    
services as a director.                                                         

III-18          

10-K/A 137th Page of 152 TOC 1st Previous Next ↓Bottom Just 137th
 Directors' Fees.  Outside Directors received the following fees for the
---------------                                                       
first quarter of 1993:  (i) a combined quarterly fee of $6,000 for membership   
on the Boards of Directors of Viacom Inc. and the Company, and (ii) a per       
meeting attendance fee of $1,000 for each Board meeting, $500 for each Audit    
Committee meeting and $500 for each Compensation Committee meeting (except that 
only one Board attendance fee is payable when both Boards meet on the same day  
and only one Audit Committee or Compensation Committee attendance fee is        
payable when the corresponding committees of both Boards meet on the same day). 
Effective April 1, 1993, the fees for Outside Directors were increased as       
follows:  (i) a combined quarterly fee of $7,500 for membership on both Boards, 
(ii) a per meeting attendance fee of $1,500 for each Board meeting (the $500    
per meeting attendance fee for each Audit or Compensation Committee remained    
unchanged), and (iii) a $7,500 annual retainer fee for the Chairman of the      
Audit Committee (currently Mr. Abrams).  Compensation for Messrs. Huizenga and  
Ferguson's services as Outside Directors for 1993 was paid to Blockbuster and   
NYNEX, respectively.                                                            

Deferred Compensation Plan.  In 1989, the Company established an      
--------------------------                                            
unfunded Deferred Compensation Plan permitting participating Outside Directors  
to defer payment of all of their membership and attendance fees.  A participant 
can elect to have deferred fees credited to an account which shall either       
accrue interest or be deemed invested in a number of stock units equal to the   
number of shares of Viacom Inc. Common Stock the amount of such fees would      
have purchased at such time.  Since 1989, Messrs. Abrams, Miller and Schwartz   
have elected to have their fees credited to their stock unit accounts.  The     
Plan permits participants to elect to have amounts credited to a participant's  
account paid in a lump sum or in three or five annual installments seven        
months after the director's retirement, with the value of the stock units       
determined by reference to the fair market values of the Class A Common Stock   
and Class B Common Stock at that time and, if the participant had elected       
installment payments, credited with interest until payment had been made in     
full.  For 1993, the stock unit accounts of Messrs. Abrams, Miller and          
Schwartz were credited with 607, 516 and 499 Class A Common Stock units,        
respectively, and 648, 552 and 534 Class B Common Stock units, respectively.    

Retirement Income Plan.  In 1989, the Company established an unfunded,
----------------------                                                
non-qualified Retirement Income Plan pursuant to which each Outside Director    
will receive annual payments commencing on such director's retirement equal     
to l00% of the amount of the annual Board membership fees at the time of such   
retirement, provided he has served on the Boards of both companies for at       
least three years.  The Plan provides that the director or his estate will      
receive such annual payments for the number of years of such director's service 
on the Boards (with current Outside Directors receiving credit for their years  
of service on the Boards of Viacom Inc. and the Company prior to 1989).         
Mr. Dauman,  who ceased to be an Outside Director in February 1993, will        
receive payments under this Plan for the period that he was an Outside Director 
when he retires from the Board.                                                 

Outside Directors' Stock Option Plan.  In 1993, the Viacom Board of   
------------------------------------                                  
Directors (with Outside Directors Messrs. Abrams, Miller and Schwartz           
abstaining) adopted the Outside Directors' Plan, subject to the approval of     
such Plan by the shareholders of Viacom Inc. at the 1994 annual meeting of      
shareholders.                                                                   

Compensation Committee Interlocks and Insider Participation                     
-----------------------------------------------------------                     

   Messrs. Abrams, Miller, Sumner Redstone, Brent Redstone and Schwartz were
members of the Compensation Committee for the entire 1993 calendar year.  Mr.   
Dauman resigned from the Compensation Committee when he became Senior Vice      
President, General Counsel and Secretary of Viacom Inc. and the Company on      
February 1, 1993.  Prior to that, he was a partner with the law firm of         
Shearman & Sterling.  Messrs. Huizenga, Ferguson and Salerno became members of  
the Compensation Committee when they joined the Boards of Directors of Viacom   
Inc. and the Company on October 22, 1993, November 20, 1993 and January 27,     
1994, respectively.  Messrs. Korff and Magner resigned from the Compensation    
Committee on March 15, 1994 when they resigned from the Boards of Directors of  
Viacom Inc. and the Company and Mr. Korff resigned from his position as a       
Viacom Inc. Senior Vice President.  Mr. Korff's position as an officer had been 
purely nominal since he did not have any responsibilities or authority as a     
Viacom Inc. officer and had never received any compensation for such office     
since Viacom Inc. was formed.  Mr. Korff had never been eligible to participate 
in any of Viacom Inc.'s benefit and incentive plans, including, without         
limitation, the plans administered by the Compensation Committee.               

III-19          

10-K/A 138th Page of 152 TOC 1st Previous Next ↓Bottom Just 138th
Item 12.  Security Ownership of Certain Beneficial Owners and Management        

    As set forth below, as of April 1, 1994, is certain information concerning
beneficial ownership of Viacom Inc. Common Stock by (i) each director of Viacom 
Inc., (ii) each of the named executive officers, (iii) all executive directors  
and officers of Viacom Inc. as a group, and (iv) holders of 5% or more of the   
outstanding Viacom Inc. Common Stock.  The following table excludes shares of   
Class B Common Stock issuable upon conversion of the Viacom Preferred Stock     
(defined below).                                                                

 Shares of Viacom Inc. Common Stock Beneficially Owned

Title of                        
                 Class of         Number of     Option     Percent
Name                    Common Stock     of Shares    Shares(1)   of Class      
----                    ------------   -------------  ---------   --------      

George S. Abrams        Class A              ---(2)      ---        ---         
               Class B              200(2)      ---        (6)

Frank J. Biondi, Jr.    Class A              415(3)      24,000     (6)         
               Class B          178,318(3)(4)  114,000     (6)

Neil S. Braun           Class A              232(3)      10,000     (6)         
               Class B              236(3)      46,000     (6)

Philippe P. Dauman      Class A            1,000         ---        (6)         
               Class B            8,300         ---        (6)

William C. Ferguson         ---              ---         ---        ---         

John W. Goddard         Class A            4,371(3)      15,000     (6)         
               Class B            4,377(3)      69,000     (6)

H. Wayne Huizenga           ---              ---         ---       ---          

Ken Miller              Class A              ---(2)      ---       ---          
              Class B              ---(2)      ---       ---

National                Class A       45,547,214(5)      ---      85.2%         
Amusements, Inc.        Class B       46,565,414(5)      ---      51.7%         

III-20          

10-K/A 139th Page of 152 TOC 1st Previous Next ↓Bottom Just 139th
Brent D. Redstone           ---              ---         ---       ---          

Sumner M. Redstone      Class A       45,547,294(5)      ---      85.2%         
               Class B       46,565,494(5)      ---      51.7%

Frederic V. Salerno         ---              ---         ---       ---          

William Schwartz        Class A              ---(2)      ---       ---          
              Class B              ---(2)      ---       ---

Mark M. Weinstein       Class A              318(3)       7,500    (6)          
              Class B              324(3)      34,500    (6)

All directors and       Class A           14,363(3)      76,350    (6)          
executive officers as   Class B          200,273(3)     385,839    (6)          
a group other than                                                              
Mr. Sumner Redstone                                                             
(22 persons)                                                                    

NOTES:                                                                          

(1)  Reflects shares of Class A Common Stock or Class B Common Stock subject    
    to options to purchase such shares which on April 1, 1994 were unexercised
but were exercisable within a period of 60 days from that date.  These
shares are excluded from the column headed "Number of Shares".        

(2)  Messrs. Abrams, Miller and Schwartz participate in the Deferred            
Compensation Plan described below in which their directors' fees are  
converted into stock units.  Messrs. Abrams, Miller and Schwartz have 
been credited with 3,306, 3,021 and 3,052 Class A Common Stock units, 
respectively, and 3,477, 3,164 and 3,196 Class B Common Stock units,  
respectively.                                                         

(3)  Includes shares held through the Company's 401(k) plan as of December 31,  
1993.                                                                 

(4)  Includes 177,897 shares held as result of the accelerated valuation and    
payment of Mr. Biondi's LTIP phantom shares (discussed above in       
"Compensation Committee Report on Executive Compensation").           

(5)  Except for 80 shares of each class of Viacom Inc. Common Stock owned       
directly by Mr. Redstone, all shares are owned of record by NAI.  Mr. 
Redstone is the Chairman and the beneficial owner of a controlling    
interest in NAI and, accordingly, beneficially owns all such shares.  

(6)  Less than 1%.                                                              

III-21          

10-K/A 140th Page of 152 TOC 1st Previous Next ↓Bottom Just 140th
Item 13.  Certain Relationships and Related Transactions                        

Sale of Viacom Preferred Stock to Blockbuster and NYNEX                         
-------------------------------------------------------                         

  On October 22, 1993, Blockbuster purchased $600 million of Viacom Inc.'s
Series A Cumulative Convertible Preferred Stock ("Series A Preferred"), pursuant
to an amended and restated subscription agreement (the "Blockbuster Preferred   
Stock Agreement") dated October 21, 1993 between Viacom Inc. and Blockbuster.   
On November 19, 1993, NYNEX (NYNEX and Blockbuster are hereinafter collectively 
referred to as the "Preferred Stock Investors") purchased $1.2 billion of Viacom
Inc.'s Series B Cumulative Convertible Preferred Stock ("Series B Preferred"    
and, together with the Series A Preferred, "Viacom Preferred Stock"), pursuant  
to a subscription agreement (the "NYNEX Preferred Stock Agreement") dated       
October 4, 1993, as amended as of November 19, 1993, between Viacom Inc. and    
NYNEX.  Shares of Viacom Preferred Stock will be convertible at any time at the 
option of the holders thereof into shares of Class B Common Stock at a          
conversion price of $70 per share of Class B Common Stock.                      

   Each of the Blockbuster Preferred Stock Agreement and the NYNEX Preferred
Stock Agreement provides that for so long as the Preferred Stock Investor and   
its affiliates beneficially own at least $300 million, based on liquidation     
preference, of the Viacom Preferred Stock initially purchased or the equivalent 
in number of shares of Viacom Preferred Stock and shares of Class B Common      
Stock issued on conversion of Viacom Preferred Stock, the Preferred Stock       
Investor will be entitled to designate one representative to the Board of       
Directors of Viacom Inc.  The Director designated by Blockbuster is H. Wayne    
Huizenga, Chairman and Chief Executive Officer of Blockbuster, and the Director 
designated by NYNEX is William C. Ferguson, Chairman of the Board of NYNEX.     

In their agreements with Viacom, Blockbuster and NYNEX each agreed to 
pursue appropriate strategic partnership opportunities in the domestic and      
international media, entertainment, video transport and telecommunication       
sectors.                                                                        

Certain Other Transactions Between Viacom Inc. and Blockbuster and With Their   
Shareholders                                                                    
-----------------------------------------------------------------------------   

Blockbuster Subscription Agreement.                                             
-----------------------------------                                             

    On March 10, 1994, Blockbuster purchased approximately 22.7 million shares
of Class B Common Stock for an aggregate purchase price of $1.25 billion,  or   
$55 per share, pursuant to the subscription agreement dated as of January 7,    
1994 between Blockbuster and Viacom Inc. (the "Subscription Agreement").  If the
Blockbuster Merger Agreement is terminated,  Viacom Inc. may be obligated to    
make certain payments to Blockbuster or, at Viacom Inc.'s option, to sell       
certain assets to Blockbuster in the event that Class B Common Stock trades (for
a specified period) at a level below $55 per share during the one year period   
after such termination.                                                         

III-22          

10-K/A 141st Page of 152 TOC 1st Previous Next ↓Bottom Just 141st
Blockbuster Voting Agreement.                                                   
-----------------------------                                                   

  Pursuant to the voting agreement dated as of January 7, 1994 between NAI
and Blockbuster, NAI has agreed to vote its shares of Class A Common Stock in   
favor of the Blockbuster Merger Agreement and against any competing business    
combination proposal.  Approval of the Blockbuster Merger Agreement by the      
shareholders of Viacom Inc. is therefore assured.                               

Blockbuster Shareholders Stock Option Agreement.                                
------------------------------------------------                                

  Pursuant to the amended and restated shareholders stock option agreement
dated as of January 7, 1994 (the "Blockbuster Shareholders Stock Option         
Agreement"), among Viacom Inc. and certain shareholders of Blockbuster (the     
"Blockbuster Option Shareholders"), the Blockbuster Option Shareholders have    
granted to Viacom Inc. (i) options to purchase an aggregate of approximately    
15.6 million shares of Blockbuster common stock (representing approximately 6.3%
of the outstanding Blockbuster common stock as of January 7, 1994), and shares  
subsequently acquired by the Blockbuster Option Shareholders, at a price of     
$30.125 per share under certain circumstances in the event the Blockbuster      
Merger Agreement is terminated and (ii) proxies to vote such shares in favor of 
the Blockbuster Merger and against any competing business combination proposal. 

Blockbuster Proxy Agreement.                                                    
----------------------------                                                    

  Pursuant to the amended and restated proxy agreement dated as of January
7, 1994 (the "Blockbuster Proxy Agreement"),  among Viacom Inc. and certain     
shareholders of Blockbuster (the "Blockbuster Proxy Shareholders"),  the        
Blockbuster Proxy Shareholders have granted to Viacom Inc. proxies to vote      
shares of Blockbuster common stock owned by such shareholders in favor of the   
Blockbuster Merger Agreement and against any competing business combination     
proposal, which shares, together with the shares subject to the Blockbuster     
Shareholders Stock Option Agreement, represent approximately 22.3% of the       
outstanding shares of Blockbuster common stock as of January 7, 1994.           

Certain Transactions Among Viacom Inc., NAI and Paramount                       
---------------------------------------------------------                       

Paramount Voting Agreement.                                                     
---------------------------                                                     

Pursuant to the voting agreement dated as of January 21, 1994 between 
Paramount and NAI, NAI has agreed to vote its shares of Class A Common Stock in 
favor of the Paramount Merger Agreement.  Approval of the Paramount Merger      
Agreement is therefore assured.                                                 

Other Transactions                                                              
------------------                                                              

Viacom Inc., the Company and NAI entered into a tax sharing agreement 
governing the filing of consolidated federal tax returns in 1987.  This         
agreement required that Viacom Inc. and/or the Company pay NAI to the extent    
they would have paid federal income taxes on a separate company basis and       
entitled them to receive payments from NAI to the extent losses and credits     

III-23          

10-K/A 142nd Page of 152 TOC 1st Previous Next ↓Bottom Just 142nd
reduced NAI's federal income taxes.  This agreement was in effect for periods   
ending on or before June 10, 1991, when NAI's percentage ownership of Common    
Stock was reduced to less than 80% on a combined basis.  For periods commencing 
on or after June 11, 1991, Viacom Inc. and the Company have not filed           
consolidated federal tax returns with NAI.                                      

Philippe P. Dauman, a director and Executive Vice President, General  
Counsel, Chief Administrative Officer and Secretary of Viacom Inc., the         
Company and Paramount, became an executive officer of Viacom Inc. and the       
Company on February 1, 1993.  Prior to that, he was a partner with the law      
firm of Shearman & Sterling, which performed legal services for Viacom Inc.     
in 1993.                                                                        

III-24          

10-K/A 143rd Page of 152 TOC 1st Previous Next ↓Bottom Just 143rd
PART IV         

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS                   
ON FORM 8-K.                                                

(a) and (d) Financial Statements and Schedules (see                     
Index on Page F-1)                              

(b)         Reports on Form 8-K                                         

     Current Reports on Form 8-K of Viacom Inc. and Viacom
        International Inc. with a report date of October 5, 1993
     relating to the agreement dated as of October 4, 1993
            between Viacom Inc. and NYNEX Corporation ("NYNEX") pursuant
         to which NYNEX subscribed for and agreed to purchase from
      Viacom Inc. 24 million shares of newly issued Series B
            Cumulative Convertible Preferred Stock of Viacom Inc. for an
aggregate purchase price of $1.2 billion.       

     Current Reports on Form 8-K of Viacom Inc. and Viacom
         International Inc. with a report date of October 27, 1993
      relating to the completion of the issuance and sale to
        Blockbuster Entertainment Corporation ("Blockbuster") by
       Viacom Inc. of 24 million shares of new issued Series A
          Cumulative Convertible Preferred Stock and the election of
          H. Wayne Huizenga, Chairman and Chief Executive Officer of
    Blockbuster, as a director of Viacom Inc. and Viacom
International Inc.                              

     Current Reports on Form 8-K of Viacom Inc. and Viacom
          International Inc. with a report date of November 19, 1993
            relating to the completion of the issuance and sale to NYNEX
          Corporation ("NYNEX") of 24 million shares of newly issued
      Series B Cumulative Convertible Preferred Stock for an
            aggregate purchase price of $1.2 billion and the election of
            William C. Ferguson, Chairman and Chief Executive Officer of
            NYNEX, as a director of Viacom Inc. and Viacom International
Inc.                                            

(c)         Exhibits (see index on Page E-1)                            

IV-1        

10-K/A 144th Page of 152 TOC 1st Previous Next ↓Bottom Just 144th
SIGNATURES        

Pursuant to the requirements of Section 13 or 15(D) of the              
Securities Exchange Act of 1934, Viacom Inc. has duly caused this               
report to be signed on its behalf by the undersigned, thereto duly              
authorized.                                                                     

VIACOM INC.             

  By /s/Frank J. Biondi, Jr.
               ---------------------------------
                  Frank J. Biondi, Jr., President,
         Chief Executive Officer

  By /s/George S. Smith, Jr.
               ---------------------------------
                   George S. Smith, Jr., Senior Vice
                    President, Chief Financial Officer

By /s/Kevin C. Lavan    
               ---------------------------------
                 Kevin C. Lavan, Vice President,
                      Controller, Chief Accounting Officer
Date: March 31, 1994                                                            

Pursuant to the requirements of the Securities Exchange Act of          
1934, this report has been signed by the following persons on behalf of         
Viacom Inc. and in the capacities and on the dates indicated:                   

By               *                   March 31, 1994 
--------------------------------              
George S. Abrams, Director                  

By /s/Frank J. Biondi, Jr.           March 31, 1994 
--------------------------------              
Frank J. Biondi, Jr., Director              

By /s/Philippe P. Dauman             March 31, 1994 
--------------------------------              
Philippe P. Dauman, Director                

By               *                   March 31, 1994 
--------------------------------              
William C. Ferguson, Director               

By               *                   March 31, 1994 
--------------------------------              
H. Wayne Huizenga, Director                 

By               *                   March 31, 1994 
--------------------------------              
Ken Miller, Director                        

By               *                   March 31, 1994 
--------------------------------              
Brent D. Redstone, Director                 

By               *                   March 31, 1994 
--------------------------------              
Sumner M. Redstone, Director                

By               *                   March 31, 1994 
--------------------------------              
Frederic V. Salerno, Director               

By               *                   March 31, 1994 
--------------------------------              
William Schwartz, Director                  

* By /s/Philippe P. Dauman             March 31, 1994   
--------------------------------              
Philippe P. Dauman                          
Attorney-in-Fact                            
for the Directors                           

10-K/A 145th Page of 152 TOC 1st Previous Next ↓Bottom Just 145th
VIACOM INC. AND SUBSIDIARIES        
INDEX TO EXHIBITS         
ITEM 14(C)        

Unless indicated otherwise, all exhibits have been filed previously.            

EXHIBIT NO.       DESCRIPTION OF DOCUMENT                PAGE NO.               
-----------------------------------------------------------------               

(2)    Plan of Acquisition                                                

(a) Certificate of Ownership and Merger of Viacom                   
International Inc. into Arsenal Holdings II,                
Inc. as filed with the Office of Secretary of               
State of Delaware and effective on April 26,                
1990 (incorporated by reference to                          
Exhibit 2(1) to the Current Report on Form 8-K              
of Viacom International Inc. with a report                  
date of April 26, 1990) (File No. 1-9554).                  

(b) Certificate and Agreement of Merger of Viacom                   
International Inc. into Arsenal Holdings II,                
Inc. filed with the Office of the Secretary of              
State of Ohio and effective April 26, 1990                  
(incorporated by reference to Exhibit 2(2) to               
the Current Report on Form 8-K of Viacom                    
International Inc. with a report date of                    
April 26, 1990) (File No. 1-9554).                          

(c) Agreement and Plan of Merger dated as of                        
January 7, 1994 between Viacom Inc. and                     
Blockbuster Entertainment Corporation                       
(incorporated by reference to Exhibit 99(c)(9)              
to Viacom Inc. Schedule 14D-1 Tender Offer                  
Statement (Amendment No. 20) dated January 7,               
1994).                                                      

(d) Voting Agreement dated as of January 7, 1994                    
between National Amusements, Inc. and                       
Blockbuster Entertainment Corporation.                      

(e) Amended and Restated Stockholders Stock Option                  
Agreement dated as of January 7, 1994 among                 
Viacom Inc. and each person listed on the                   
signature pages thereto.                                    

(f) Amended and Restated Proxy Agreement dated as                   
of January 7, 1994 among Viacom Inc. and each               
person listed on the signature pages thereto.               

(g) Voting Agreement dated as of January 21, 1994                   
between National Amusements, Inc. and                       
Paramount Communications Inc. (incorporated by              
reference to Exhibit 99(a)(66) to Viacom Inc.               
Schedule 14D-1 Tender Offer Statement                       
(Amendment No. 29) dated January 24, 1994).                 

(h) Amended and Restated Agreement and Plan of                      
Merger dated as of February 4, 1994 between                 
Viacom Inc. and Paramount Communications Inc.               
(incorporated by reference to Exhibit                       
99(a)(92) to Viacom Inc. Schedule 14D-1 Tender              
Offer Statement (Amendment No. 38) dated                    
February 7, 1994).                                          

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(3)    Articles of Incorporation and By-laws                              

(a) Restated Certificate of Incorporation of                        
Viacom Inc. (incorporated by reference to                   
Exhibit 3(a) to the Annual Reports on Form 10-              
K of Viacom Inc. and Viacom International Inc.              
for the fiscal year ended December 31, 1992,                
as amended by Form 10-K/A Amendment No. 1                   
dated November 29, 1993 and as further amended              
by Form 10-K/A Amendment No. 2 dated December               
9, 1993) (File Nos. 1-9553/1-9554).                         

(b) Certificate of the Designations, Powers,                        
Preferences and Relative, Participating or                  
other Rights, and the Qualifications,                       
Limitations or Restrictions thereof, of Series              
A Cumulative Convertible Preferred Stock                    
($0.01 par value) of Viacom Inc. (incorporated              
by reference to Exhibit 4.1 to the Quarterly                
Reports on Form 10-Q of Viacom Inc. and Viacom              
International Inc. for the quarter ended                    
September 30, 1993) (File Nos. 1-9553/1-9554).              

(c) Certificate of the Designations, Powers,                        
Preferences and Relative, Participating or                  
other Rights, and the Qualifications,                       
Limitations or Restrictions thereof, of Series              
B Cumulative Convertible Preferred Stock                    
($0.01 par value) of Viacom Inc.                            

(d) By-laws of Viacom Inc. (incorporated by                         
reference to Exhibit 3.3 to the Registration                
Statement on Form S-4 filed by Viacom Inc.)                 
(File No. 33-13812).                                        

(e) Certificate of Incorporation of Viacom                          
International Inc. (formerly Arsenal Holdings               
II, Inc.) (incorporated by reference to                     
Exhibit 3(e) to the Annual Reports on Form 10-              
K of Viacom Inc. and Viacom International Inc.              
for the fiscal year ended December 31, 1990,                
as amended on Form 8, dated June 3, 1991)                   
(File Nos. 1-9553/1-9554).                                  

(f) By-laws of Viacom International Inc. (formerly                  
Arsenal Holdings II, Inc.) (incorporated by                 
reference to Exhibit 3(f) to the Annual                     
Reports on Form 10-K of Viacom Inc. and Viacom              
International Inc. for the fiscal year ended                
December 31, 1990, as amended on Form 8, dated              
June 3, 1991) (File Nos. 1-9553/1-9554).                    

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(4)    Instruments defining the rights of security                        
holders, including indentures:                              

(a) Specimen certificate representing the Viacom                    
Inc. Voting Common Stock (currently Class A                 
Common Stock) (incorporated by reference to                 
Exhibit 4.1 to the Registration Statement on                
Form S-4 filed by Viacom Inc.) (File No. 33-                
13812).                                                     

(b) Specimen certificate representing Viacom Inc.                   
Class B Non-Voting Common Stock (incorporated               
by reference to Exhibit 4(a) to the Quarterly               
Reports on Form 10-Q of Viacom Inc. and Viacom              
International Inc. for the quarter ended                    
June 30, 1990) (File Nos. 1-9553/1-9554).                   

(c) Specimen certificate representing Viacom Inc.                   
Series A Cumulative Convertible Preferred                   
Stock of Viacom Inc.                                        

(d) Specimen certificate representing Viacom Inc.                   
Series B Cumulative Convertible Preferred                   
Stock of Viacom Inc.                                        

(e) Indenture, dated as of September 15, 1991,                      
among Viacom International Inc., as Issuer,                 
Viacom Inc., as Guarantor, and The Bank of New              
York, as Trustee, relating to Viacom                        
International Inc.'s Guarantied Senior                      
Subordinated Debt Securities (incorporated by               
reference to Exhibit 4.1 to the Current                     
Reports on Form 8-K of Viacom Inc. and Viacom               
International Inc. with a report date of                    
September 20, 1991) (File Nos. 1-9553/1-9554)               
as supplemented by the First Supplemental                   
Indenture dated as of September 15, 1991 among              
Viacom International Inc., as Issuer, Viacom                
Inc., as Guarantor, and The Bank of New York,               
as Trustee, relating to Viacom International                
Inc.'s 10.25% Senior Subordinated Notes due                 
September 15, 2001 (incorporated by reference               
to Exhibit 4.2 to the Current Reports on Form               
8-K of Viacom Inc. and Viacom International                 
Inc. with a report date of September 20, 1991)              
(File Nos. 1-9553/1-9554) as further                        
supplemented by the Second Supplemental                     
Indenture dated as of March 4, 1992 among                   
Viacom International Inc., as Issuer, Viacom                
Inc., as Guarantor, and The Bank of New York,               
as Trustee, relating to Viacom International                
Inc.'s 9.125% Senior Subordinated Notes due                 
August 15, 1999 and relating to Viacom                      
International Inc.'s 8.75% Senior Subordinated              
Reset Notes due May 15, 2001 (incorporated by               
reference to Exhibit 4.1 to the Current                     
Reports on Form 8-K of Viacom Inc. and Viacom               
International Inc. with a report date of                    
March 4, 1992) (File Nos. 1-9553/1-9554).                   

(f) Specimen of Note evidencing the 10.25% Senior                   
Subordinated Notes due September 15, 2001                   
(incorporated by reference to Exhibit 4.3 to                
the Current Reports on Form 8-K of Viacom Inc.              
and Viacom International Inc. with a report                 
date of September 20, 1991) (File Nos. 1-                   
9553/1-9554).                                               

(g) Specimen of Note evidencing the 9.125% Senior                   
Subordinated Notes due August 15, 1999                      
(incorporated by reference to Exhibit 4.2 to                
the Current Reports on Form 8-K of Viacom Inc.              
and Viacom International Inc. with a report                 
date of March 4, 1992) (File Nos. 1-9553/1-                 
9554).                                                      

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(h) Specimen of Note evidencing the 8.75% Senior                    
Subordinated Reset Notes due May 15, 2001                   
(incorporated by reference to Exhibit 4.1 to                
the Current Reports on Form 8-K of Viacom Inc.              
and Viacom International Inc. with a report                 
date of May 28, 1992) (File Nos. 1-9553/1-                  
9554).                                                      

(i) Indenture, dated as of July 15, 1988, between                   
Viacom International Inc. and Bankers Trust                 
Company, Trustee, relating to Viacom                        
International Inc.'s 11.80% Senior                          
Subordinated Notes due 1998 (incorporated by                
reference to Exhibit 4.1 to the Registration                
Statement on Form S-2 filed by Viacom                       
International Inc.) (File No. 33-21280) and                 
the First Supplement to Indenture dated April               
27, 1990 between Viacom International Inc. and              
Bankers Trust Company, as Trustee                           
(incorporated by reference to Exhibit 4(2) to               
the Current Report on Form 8-K of Viacom                    
International Inc. with a report date of                    
April 26, 1990) (File No. 1-9554).                          

(j) Form of Note evidencing the 11.80% Senior                       
Subordinated Notes due 1998 (incorporated by                
reference to Exhibit A to the Indenture filed               
as Exhibit 4.1 to the Registration Statement                
on Form S-2 filed by Viacom International                   
Inc.) (File No. 33-21280).                                  

(k) Indenture, dated as of June 15, 1986, between                   
Viacom International Inc. and Morgan Guaranty               
Trust Company of New York, Trustee, relating                
to Viacom International Inc.'s 5 3/4%                       
Convertible Subordinated Debentures Due 2001                
(incorporated by reference to Exhibit 4.5(b)                
to the Annual Report on Form 10-K of Viacom                 
International Inc. for the fiscal year ended                
December 31, 1986) (File No. 1-6514), and the               
First Supplement to Indenture, dated June 9,                
1987, among Viacom International Inc., Viacom               
Inc. and Morgan Guaranty Trust Company of New               
York, Trustee (incorporated by reference to                 
Exhibit 4.5(b) to the Registration Statement                
on Form S-4 filed by Viacom Inc.) (File No.                 
33-13812).                                                  

(l) Credit Agreement, dated as of September 26,                     
1989 (the "Credit Agreement"), among Viacom                 
International Inc., the banks listed therein                
(the "Banks"), and Citibank, N.A. as Agent and              
The Bank of New York as Co-Agent, as amended                
and restated as of January 17, 1992 among                   
Viacom Inc., as Guarantor, Viacom                           
International Inc., the Subsidiary Obligors,                
the Banks, Citibank, N.A. as Agent, and The                 
Bank of New York as Co-Agent (incorporated by               
reference to Exhibits 10(1) and 10(2) to the                
Current Reports on Form 8-K of Viacom Inc. and              
Viacom International Inc. with a report date                
of January 22, 1992) as amended by Letter                   
Agreements dated as of May 13, 1993 and April               
7, 1993 (incorporated by reference to Exhibits              
4.1 and 4.2 to the Current Reports on Form 10-              
Q of Viacom Inc. and Viacom International Inc.              
for the quarter ended June 30, 1993) (File                  
Nos. 1-9553/1-9554)                                         

(m) Loan Facility Agreement dated as of June 2,                     
1993 among the Company and the banks named                  
therein and The Bank of New York as                         
Administrative Managing Agent, and The Bank of              
New York and Citibank as Managing Agents                    
(incorporated by reference to Exhibit 10.1 to               
the Quarterly Reports on Form 10-Q of Viacom                
Inc. and Viacom International Inc. for the                  
quarter ended June 30, 1993)(File Nos. 1-                   
9553/1-9554).                                               

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(n) Credit Agreement dated as of November 19,                       
1993, as amended as of January 4, 1994 and as               
further amended as of February 15, 1994, among              
Viacom Inc., the Banks named therein, and The               
Bank of New York, Citibank, N.A. and Morgan                 
Guaranty Trust Company of New York, as                      
Managing Agents (incorporated by reference to               
Exhibit 99(a)(11) to Viacom Inc. Schedule 14D-              
1 Tender Offer Statement (Amendment No. 46)                 
dated March 3, 1994).                                       

(10)   Material Contracts                                                 

(a) Viacom Inc. 1989 Long-Term Management                           
Incentive Plan (as amended and restated                     
through April 23, 1990) (incorporated by                    
reference to Exhibit A to Viacom Inc.'s                     
Definitive Proxy Statement dated April 27,                  
1990).*                                                     

(b) Viacom Inc. Long-Term Incentive Plan                            
(incorporated by reference to Exhibit A to                  
Viacom Inc.'s Definitive Proxy Statement dated              
April 29, 1988), and amendment thereto                      
(incorporated by reference to Exhibit 10(d) to              
the Annual Reports on Form 10-K of Viacom Inc.              
and Viacom International Inc. for the fiscal                
year ended December 21, 1991) (File Nos. 1-                 
9553/1-9554), and as further amended by                     
amendment dated December 17, 1992                           
(incorporated by reference to Exhibit 10(d) to              
the Annual Reports on Form 10-K of Viacom Inc.              
and Viacom International Inc. for the fiscal                
year ended December 31, 1992, as amended by                 
Form 10-K/A Amendment No. 1 dated November 29,              
1993 and as further amended by Form 10-K/A                  
Amendment No. 2 dated December 9, 1993) (File               
Nos. 1-9553/1-9554).*                                       

(c) Viacom Inc. Long-Term Incentive Plan                            
(Divisional) (incorporated by reference to                  
Exhibit 10.2 to the Quarterly Reports on Form               
10-Q of Viacom Inc. and Viacom International                
Inc. for the quarter ended June 30, 1993)(File              
Nos. 1-9553/1-9554).*                                       

(d) Viacom International Inc. Deferred                              
Compensation Plan for Non-Employee Directors                
(as amended and restated through December 17,               
1992) (incorporated by reference to Exhibit                 
10(e) to the Annual Reports on Form 10-K of                 
Viacom Inc. and Viacom International Inc. for               
the fiscal year ended December 31, 1992, as                 
amended by Form 10-K/A Amendment No. 1 dated                
November 29, 1993 and as further amended by                 
Form 10-K/A Amendment No. 2 dated December 9,               
1993) (File Nos. 1-9553/1-9554).*                           

(e) Viacom Inc. and Viacom International Inc.                       
Retirement Income Plan for Non-Employee                     
Directors (incorporated by reference to                     
Exhibit 10(f) to the Annual Reports on                      
Form 10-K of Viacom Inc. and Viacom                         
International Inc. for the fiscal year ended                
December 31, 1989) (File Nos. 1-9553/1-9554).*              

* Management contract or compensatory plan                          
required to be filed as an exhibit to this                  
form pursuant to Item 14(c).                                

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(f) Viacom Inc. Stock Option Plan for Non-Employee                  
Directors (incorporated by reference to                     
Exhibit 10.2 to the Quarterly Reports on Form               
10-Q of Viacom Inc. and Viacom International                
Inc. for the quarter ended June 30, 1993)(File              
Nos. 1-9553/1-9554).*                                       

(g) Excess Benefits Investment Plan for Certain                     
Key Employees of Viacom International Inc.                  
(effective April 1, 1984 and amended as of                  
January 1, 1990) (incorporated by reference to              
Exhibit 10(h) to the Annual Reports on                      
Form 10-K of Viacom Inc. and Viacom                         
International Inc. for the fiscal year ended                
December 31, 1990) (File Nos. 1-9553/1-9554).*              

(h) Excess Pension Plan for Certain Key Employees                   
of Viacom International Inc. (incorporated by               
reference to Exhibit 10(i) to the Annual                    
Reports on Form 10-K of Viacom Inc. and Viacom              
International Inc. for the fiscal year ended                
December 31, 1990) (File Nos. 1-9553/1-9554).*              

(i) Employment Agreement, dated as of August 1,                     
1987, between Viacom International Inc. and                 
Frank J. Biondi, Jr. (incorporated by                       
reference to Exhibit 10(e) to the Annual                    
Reports on Form 10-K of Viacom Inc. and Viacom              
International Inc. for the fiscal year ended                
December 31, 1988) (File No. 1-9553/1-9554).                
Guarantee Agreement, dated as of August 1,                  
1987, from Viacom Inc. (incorporated by                     
reference to Exhibit 10(e) to the Annual                    
Reports on Form 10-K of Viacom Inc. and Viacom              
International Inc. for the fiscal year ended                
December 31, 1988) (Files Nos. 1-9553/1-9554).              
Agreement under the Viacom Inc. Long-Term                   
Incentive Plan, dated March 7, 1989, between                
Viacom Inc. and Frank J. Biondi, Jr.                        
(incorporated by reference to Exhibit 10(e) to              
the Annual Reports on Form 10-K of Viacom Inc.              
and Viacom International Inc. for the fiscal                
year ended December 31, 1988) (File Nos. 1-                 
9553/1-9554).*                                              

(j) Agreement, dated as of January 1, 1990,                         
between Viacom International Inc. and Neil S.               
Braun (incorporated by reference to                         
Exhibit 10(l) to the Annual Reports on                      
Form 10-K of Viacom Inc. and Viacom                         
International Inc. for the fiscal year ended                
December 31, 1990) (File Nos. 1-9553/1-9554)                
as amended by an Agreement dated as of October              
1, 1992 (incorporated by reference to Exhibit               
10(k) to the Annual Reports on Form 10-K of                 
Viacom Inc. and Viacom International Inc. for               
the fiscal year ended December 31, 1992, as                 
amended by Form 10-K/A Amendment No. 1 dated                
November 29, 1993 and as further amended by                 
Form 10-K/A Amendment No. 2 dated December 9,               
1993) (File Nos. 1-9553/1-9554).*                           

(k) Amended and Restated Employment Agreement,                      
dated as of October 1, 1987, between Viacom                 
International Inc. and John W. Goddard                      
(incorporated by reference to Exhibit 10(l) to              
the Annual Reprints on Form 10-K of Viacom                  
Inc. and Viacom International Inc. for the                  
fiscal year ended December 31, 1991) (File                  
Nos. 1-9553/1-9554).*                                       

* Management contract or compensatory plan                          
required to be filed as an exhibit to this                  
form pursuant to Item 14(c).                                

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(l) Agreement, dated as of August 1, 1990, between                  
Viacom International Inc. and George S. Smith,              
Jr. (incorporated by reference to                           
Exhibit 10(o) to the Annual Reports on                      
Form 10-K of Viacom Inc. and Viacom                         
International Inc. for the fiscal year ended                
December 31, 1990) (File Nos. 1-9553/1-9554).*              

(m) Agreement, dated as of August 1, 1990, between                  
Viacom International Inc. and Mark M.                       
Weinstein (incorporated by reference to                     
Exhibit 10(p) to the Annual Reports on                      
Form 10-K of Viacom Inc. and Viacom                         
International Inc. for the fiscal year ended                
December 31, 1990) (File Nos. 1-9553/1-9554)                
as amended by an Agreement dated as of                      
February 1, 1993 (incorporated by reference to              
Exhibit 10(n) to the Annual Reports on Form                 
10-K of Viacom Inc. and Viacom International                
Inc. for the fiscal year ended December 31,                 
1992, as amended by Form 10-K/A Amendment No.               
1 dated November 29, 1993 and as further                    
amended by Form 10-K/A Amendment No. 2 dated                
December 9, 1993) (File Nos. 1-9553/1-9554).*               

(n) Agreement, dated as of August 1, 1992, between                  
Viacom International Inc. and Thomas E. Dooley              
(incorporated by reference to Exhibit 10(o) to              
the Annual Reports on Form 10-K of Viacom Inc.              
and Viacom International Inc. for the fiscal                
year ended December 31, 1992, as amended by                 
Form 10-K/A Amendment No. 1 dated November 29,              
1993 and as further amended by Form 10-K/A                  
Amendment No. 2 dated December 9, 1993) (File               
Nos. 1-9553/1-9554) as amended by an Agreement              
dated as of October 1, 1992 (incorporated by                
reference to Exhibit 10(o) to the Annual                    
Reports on Form 10-K of Viacom Inc. and Viacom              
International Inc. for the fiscal year ended                
December 31, 1992, as amended by Form 10-K/A                
Amendment No. 1 dated November 29, 1993 and as              
further amended by Form 10-K/A Amendment No. 2              
dated December 9, 1993) (File Nos. 1-9553/1-                
9554).*                                                     

(o) Agreement, dated as of January 1, 1992,                         
between Viacom International Inc. and Edward                
Horowitz  (incorporated by reference to                     
Exhibit 10(p) to the Annual Reports on Form                 
10-K of Viacom Inc. and Viacom International                
Inc. for the fiscal year ended December 31,                 
1992, as amended by Form 10-K/A Amendment No.               
1 dated November 29, 1993 and as further                    
amended by Form 10-K/A Amendment No. 2 dated                
December 9, 1993) (File Nos. 1-9553/1-9554) as              
amended by an Agreement dated as of October 1,              
1992  (incorporated by reference to Exhibit                 
10(p) to the Annual Reports on Form 10-K of                 
Viacom Inc. and Viacom International Inc. for               
the fiscal year ended December 31, 1992, as                 
amended by Form 10-K/A Amendment No. 1 dated                
November 29, 1993 and as further amended by                 
Form 10-K/A Amendment No. 2 dated December 9,               
1993) (File Nos. 1-9553/1-9554).*                           

(p) Agreement dated as of February 1, 1993 between                  
Viacom International Inc. and Philippe P.                   
Dauman (incorporated by reference to Exhibit                
10(q) to the Annual Reports on Form 10-K of                 
Viacom Inc. and Viacom International Inc. for               
the fiscal year ended December 31, 1992, as                 
amended by Form 10-K/A Amendment No. 1 dated                
November 29, 1993 and as further amended by                 
Form 10-K/A Amendment No. 2 dated December 9,               
1993) (File Nos. 1-9553/1-9554).*                           

* Management contract or compensatory plan                          
required to be filed as an exhibit to this                  
form pursuant to Item 14(c).                                

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(q) Partnership Agreement between Viacom HA!                        
Holding Company and The Comedy Channel Corp.                
dated as of December 17, 1990 (incorporated by              
reference to Exhibit 10.2 to the Registration               
Statement on Form S-3 filed by Viacom                       
International Inc.) (File No. 33-40170).                    

(r) Lease Agreement between First Security Bank of                  
Utah, N.A., as owner trustee and Viacom                     
International Inc. dated as of August 12, 1992              
(incorporated by reference to Exhibit 10(t) to              
the Annual Reports on Form 10-K of Viacom Inc.              
and Viacom International Inc. for the fiscal                
year ended December 31, 1992, as amended by                 
Form 10-K/A Amendment No. 1 dated November 29,              
1993 and as further amended by Form 10-K/A                  
Amendment No. 2 dated December 9, 1993) (File               
Nos. 1-9553/1-9554).                                        

(s) Lease Agreement dated as of June 22, 1993                       
between Mellon Financial Services Corporation               
and Viacom International Inc. (incorporated by              
reference to Exhibit 10.2 to the Quarterly                  
Reports on Form 10-Q of Viacom Inc. and Viacom              
International Inc. for the quarter ended June               
30, 1993)(File Nos. 1-9553/1-9554).                         

(t) Stock Purchase Agreement dated as of October                    
4, 1993 between Viacom Inc. and NYNEX                       
Corporation, as amended as of November 19,                  
1993.                                                       

(u) Amended and Restated Stock Purchase Agreement                   
dated October 21, 1993 between Viacom Inc. and              
Blockbuster Entertainment Corporation (filed                
herewith).                                                  

(v) Subscription Agreement, dated January 7, 1994                   
between Viacom Inc. and Blockbuster                         
Entertainment Corporation (incorporated by                  
reference to Exhibit 99(c)(8) to Viacom Inc.                
Schedule 14D-1 Tender Offer Statement                       
(Amendment No. 20) dated January 7, 1994).                  

(12)   Statements re Computation of Ratios                                

(a) Computation of Ratio of Earnings to Fixed                       
Changes of Viacom International Inc. (filed                 
herewith).                                                  

(b) Computation of Ratio of Earnings to Fixed of                    
Viacom Inc.                                                 

(21)   Subsidiaries of Viacom Inc. and Viacom                             
International Inc.                                          

(23)   Consents of Experts and Counsel                                    

(a) Consent of Price Waterhouse.                                    

(b) Consent of Ernst & Young.                                       

(c) Consent of Price Waterhouse (filed herewith)                    

(d) Consent of Ernst & Young (filed herewith)                       

(24)   Powers of Attorney.                                                

(99)   Additional Exhibits                                                

(a) Item 1, Item 2 and Item 3 of Paramount's                        
Transition Report on Form 10-K for the six-                 
month period ended April 30, 1993, as such                  
report was amended in its entirety by Form                  
10-K/A No. 1 dated September 28, 1993, as                   
further amended by Form 10-K/A No. 2 dated                  
September 30, 1993 and as further amended                   
by Form 10-K/A No. 3 dated March 21, 1994.                  

(b) Quarterly Report on Form 10-Q of Paramount                      
Communications Inc. for the quarter ended July              
31, 1993.                                                   

(c) Quarterly Report on Form 10-Q of Paramount                      
Communications Inc. for the quarter ended                   
October 31, 1993.                                           

(d) Quarterly Report on Form 10-Q of Paramount                      
Communications Inc. for the quarter ended                   
January 31, 1994.                                           

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

	12/31/02	41		10-K, 11-K
	9/15/01	78	147
	8/31/01	11
	5/15/01	78	148
	8/15/99	77	147
	6/30/99	74	94	10-Q
	4/1/99	75	94
	2/15/99	78	95
	1/2/99	75	94
	12/31/98	70	98	10-K405, 11-K
	6/1/98	32
	5/15/98	78	95	10-Q
	5/5/98	78	95
	2/15/98	78	95
	2/1/98	32
	1/31/98	136
	12/31/97	136		10-K405, 11-K
	12/1/97	32
	8/1/97	32	131
	6/1/97	32
	2/15/97	78	95
	12/1/96	32
	10/1/96	32
	8/1/96	131		8-K
	12/31/95	136		10-K, 11-K
	10/1/95	32
	9/11/95	21	34
	8/1/95	131
	7/31/95	136
	5/15/95	78	95	10-Q
	5/5/95	78	95	S-8
	2/14/95	70		SC 13G
	1/15/95	70	95
	1/2/95	75	94
	1/1/95	67	93
	12/31/94	75	136	10-K, 11-K
	12/15/94	126	128	8-K
	12/1/94	75	94
	11/18/94	69	92
	9/1/94	11		8-K
	8/1/94	131
	6/1/94	32
Filed on:	5/2/94	2
	4/1/94	32	139
	3/31/94	144		10-K, 10-Q, NT 10-Q
	3/30/94	50
	3/29/94	3	10
	3/25/94	1
	3/21/94	4	152
	3/17/94	129
	3/15/94	128	137
	3/11/94	4	114	SC 13D/A, SC 14D1/A
	3/10/94	43	140	8-K
	3/7/94	43
	3/4/94	21		SC 13D/A, SC 14D1/A
	3/3/94	149		SC 13D/A, SC 14D1/A
	3/2/94	43		SC 13D/A, SC 14D1/A
	3/1/94	43	121
	2/28/94	43		SC 13D/A
	2/22/94	26	57
	2/18/94	42
	2/15/94	68	149	SC 13D/A, SC 14D1/A
	2/7/94	145		SC 13D/A, SC 14D1/A
	2/4/94	4	145	SC 13D/A, SC 14D1/A
	1/31/94	4	152
	1/27/94	128	137
	1/24/94	145		SC 13D/A, SC 14D1/A
	1/21/94	141	145
	1/15/94	70	98
	1/7/94	4	152	8-K, SC 13D/A, SC 14D1/A
	1/4/94	69	149
For Period End:	12/31/93	1	139	10-K
	12/15/93	126	128
	12/9/93	146	152
	11/29/93	146	152
	11/20/93	136	137
	11/19/93	69	152
	11/10/93	24
	11/9/93	36	44
	11/1/93	21	92
	10/31/93	4	152
	10/27/93	143
	10/22/93	78	140
	10/21/93	140	152
	10/5/93	143
	10/4/93	140	152
	9/30/93	4	152
	9/28/93	4	152
	9/23/93	43
	9/16/93	72	92
	9/1/93	26	92
	8/20/93	79	99
	8/5/93	72	92
	8/1/93	129	131
	7/31/93	4	152
	7/30/93	61	110
	7/15/93	61	97
	6/30/93	148	152
	6/22/93	152
	6/16/93	21	92
	6/5/93	24
	6/2/93	74	148
	5/13/93	148
	5/5/93	72	92
	5/1/93	26
	4/30/93	4	152
	4/7/93	148
	4/1/93	137
	3/31/93	72	92
	3/11/93	79
	2/1/93	127	151
	1/31/93	136
	1/4/93	70	95
	1/1/93	55	127
	12/31/92	55	152
	12/28/92	72	92
	12/17/92	126	149
	12/15/92	126	128
	11/15/92	78	95
	10/5/92	26
	10/1/92	150	151
	9/30/92	27	57
	8/27/92	13
	8/15/92	78	95
	8/12/92	152
	8/1/92	10	151
	6/18/92	61	97
	5/28/92	61	148
	3/15/92	78	96
	3/10/92	61	97
	3/4/92	61	147
	1/22/92	148
	1/17/92	74	148
	1/1/92	151
				List all Filings

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Filing Submission 0000950112-94-001155 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

CBS Corp – ‘10-K/A’ for 12/31/93

As of: Monday, 5/2/94 · For: 12/31/93 · Accession #: 950112-94-1155 · File #: 1-09553

Previous ‘10-K’: ‘10-K’ on 3/31/94 for 12/31/93 · Next: ‘10-K’ on 3/31/95 for 12/31/94 · Latest: ‘10-K’ on 2/28/24 for 12/31/23

Amendment to Annual Report — Form 10-KFiling Table of Contents

10-K/A — Viacom Inc.Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K
Filing Table of Contents

10-K/A — Viacom Inc.
Document Table of Contents