VIACOM 401(k) PLAN

NOTES TO THE FINANCIAL STATEMENTS
(Tabular dollars in thousands)

matching contributions is entirely at the discretion of the Board for all participants in the Plan. Effective February 1, 2004, the Board continued to set the employer's matching contribution at 60% of the first 5% of eligible compensation for the following twelve-month period. This matching contribution is consistent with the Board's February 1, 2003 election for the matching contribution from February 2003 through January 2004.

Any employee who is immediately eligible to participate in the Plan is deemed to have authorized the Company to make before-tax contributions in the Plan in an amount equal to 5% of the employee's eligible compensation upon his or her date of hire. Any such deemed authorization takes effect following the 60^th day the employee becomes eligible to participate in the Plan. However, a deemed authorization does not take effect if, during the 60-day period, the employee elects not to participate in the Plan or to participate at a different contribution rate.

Employer matching contributions are initially invested entirely in Viacom Inc. Class B Common Stock. Fully vested participants can transfer employer matching contributions to any other investment fund offered under the Plan. Participant contributions and gains or losses thereon are participant directed. All participants who have attained age 50 before the close of the calendar year are eligible to make catch-up contributions. These contributions are not treated as matchable contributions. Catch-up contributions can be made if the eligible participants made the maximum contribution permitted under the Plan for a plan year. The limit for catch-up contributions is $3,000 in 2004.

The Code limits the amount of annual participant contributions that can be made on a before-tax basis to $13,000 for 2004. Total compensation considered under the Plan, based on Code limits, may not exceed $205,000 for 2004. The Code also limits annual aggregate participant and employer contributions to the lesser of $41,000 or 100% of compensation in 2004. All contributions made to the Plan on an annual basis may be further limited due to certain non-discrimination tests prescribed by the Code.

Vesting

Participants in the Plan are immediately vested in their own contributions and earnings thereon. Employer matching contributions vest at 20% per year of service, becoming fully vested after five years of service. Transition rules apply to participants of plans that were merged into the Plan. If participants terminate employment prior to being vested in their employer matching contributions, the non-vested portion of their account is forfeited and may be used to reduce future employer matching contributions and to pay administrative expenses. Forfeitures are recorded at the time vested benefits are distributed. Employer matching contributions of approximately $805,000 and $885,000 were forfeited in 2004 and 2003, respectively. The Company utilized forfeitures of approximately $522,000 to pay administrative expenses during 2004. As of December 31, 2004 and 2003, the Company had forfeitures of approximately $1,438,000 and $695,000, respectively, available to be used as noted above.

Loans Outstanding

Participants may request a loan for up to the lesser of 50% of the participant's vested account balance or $50,000, reduced by the highest outstanding balance of any Plan loan made to the participant during the twelve-month period ending on the day before the loan is made. The minimum loan available to a participant is $500. The interest rate on participant loans is one percentage point above the annual prime commercial rate (as published in The Wall Street Journal) on the first day of the calendar month in which the loan is approved, with principal and interest payable not less than quarterly through payroll deductions. Only one loan may be outstanding at any time. Participants may elect repayment periods from 12 to 60 months commencing as soon as administratively possible following the distribution of the loan. The Plan allows participants to elect a repayment term of up to

5

VIACOM 401(k) PLAN

NOTES TO THE FINANCIAL STATEMENTS
(Tabular dollars in thousands)

300 months for loans used for the acquisition of a principal residence. Repayments of loan principal and interest are allocated in accordance with the participants' then current investment elections.

The loans outstanding carry interest rates ranging from 4.01% to 12.00% as of December 31, 2004.

Distributions and Withdrawals

Earnings on both employee and employer contributions are not subject to income tax until they are distributed or withdrawn from the Plan.

Participants in the Plan, or their beneficiaries, may receive their vested account balances in a lump sum or in installments over a period of up to 20 years in the event of retirement, termination of employment, disability or death. Participants must receive a required minimum distribution upon attainment of age 70½ unless they are still employed.

Participants who have been in the Plan or affiliated plans at least five years may elect to withdraw up to 100% of their employer matching contribution account and earnings thereon, attributable to contributions made before September 1, 2001. Participants who have participated less than five years are limited to withdrawing vested employer matching contributions made at least two years prior to the withdrawal, including earnings thereon, attributable to contributions made before September 1, 2001. In addition, participants in the Plan may receive part or all of their after-tax and rollover contributions. Upon attainment of age 59½, participants may withdraw all or part of their before-tax contributions and earnings thereon. The Plan limits participants to two of the above withdrawal elections in each calendar year.

A participant may obtain a financial hardship withdrawal of the vested portion of employer matching contributions and before-tax contributions provided that the requirements for hardship are met and only to the extent required to relieve such financial hardship. There is no restriction on the number of hardship withdrawals permitted.

Plan Expenses

The fees for investment of Plan assets are charged to the Plan's investment funds. Certain administrative expenses, such as legal and accounting fees, may be paid by the Plan using forfeitures as described above or may be paid by the Company. Recordkeeping and trustee fees are paid from participant accounts and for 2004, $1,812,000 was paid to the Trustee for such services.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accrual method of accounting is used for financial statement presentation.

Investment Valuation and Income Recognition

Short-term money market obligations are carried at amortized cost which approximates fair value due to the short-term maturity of these investments. Viacom Inc. Class A Common Stock and Class B Common Stock and Blockbuster class A and class B common stock are reported at fair value based on quoted market prices on national security exchanges. Investments in registered investment companies are reported at fair value based on quoted market prices representing the net asset value of the units held by the Plan. The fair value of investments in separate accounts is determined by the Trustee based upon the fair value of the underlying securities. The fair value of investments in commingled trust funds are determined by each fund's trustee based upon the fair value of the

6

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VIACOM 401(k) PLAN

NOTES TO THE FINANCIAL STATEMENTS
(Tabular dollars in thousands)

underlying securities. Participant loans are recorded at cost, which approximates fair value. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value. Interest income is accrued as earned and dividend income is recorded on the ex-dividend date.

Interest in Master Trust Investment Accounts

The Company and certain affiliated companies entered into a master trust agreement (the "Master Trust") to invest the assets of the Plan as well as affiliated companies' plans. Pursuant to the Master Trust, the Trustee has created six MTIAs. Prior to June 2004 the MTIAs consisted of the INVESCO Fund, the Putnam Large Cap Growth Fund (the "Putnam Fund"), the Barclays Global Investors S&P 500 Index Fund, Mellon Bank EB SMAM Aggregate Bond Index Fund, Mellon Capital Tactical Asset Allocation Fund and The Boston Company Large Cap Value Fund. In June 2004, the Putnam Fund was replaced with the Wellington Growth Fund, a fund with investment objectives similar to the Putnam Fund. The Mellon Bank EB SMAM Aggregate Bond Index Fund, Mellon Capital Tactical Asset Allocation Fund and The Boston Company Large Cap Value Fund are each managed by a division or affiliate of the Trustee, a party-in-interest to the Plan. Each of these MTIAs is maintained exclusively for the Master Trust. Each participating plan has an undivided interest in the MTIAs.

The INVESCO Fund invests primarily in benefit-responsive synthetic and traditional guaranteed investment contracts and separate accounts. The fair value of a unit of participation in the INVESCO Fund is determined by the Trustee based on the contract value of the underlying investments, which represents the aggregate amount of deposits thereto, plus interest at the contract rate, less withdrawals. The fair value of a unit of participation in all other MTIAs is determined by the Trustee based on the quoted market prices of the underlying securities. Net investment assets and net earnings/losses on the MTIAs are allocated daily to the plans investing in the MTIAs based on each plan's proportionate interest. Income is allocated to participants based on their respective account balances.

Security Transactions

Purchases and sales of securities are recorded on the trade date. The average cost basis is used to determine gains or losses on security dispositions.

The Plan presents in the statement of changes in net assets available for benefits, the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan to make estimates and assumptions, such as those regarding fair value of investments, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

NOTE 3 – RISKS AND UNCERTAINTIES

The Plan provides for various investment options. Investment securities are exposed to various risks such as interest rate, market and credit. Due to the level of risk associated with certain

7

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VIACOM 401(k) PLAN

NOTES TO THE FINANCIAL STATEMENTS
(Tabular dollars in thousands)

investment securities and the level of uncertainty related to changes in the value of such securities, it is at least reasonably possible that changes in values in the near term could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.

NOTE 4 – INVESTMENTS

Individual investments representing 5% or more of the Plan's net assets available for benefits are identified below:

				At December 31,
				2004				2003
Barclay's Global Investors S&P 500 Index Fund MTIA				$	479,722			$	449,866
INVESCO Fund MTIA				$	578,560			$	574,495
Putnam Fund MTIA				$	—			$	142,204
Viacom Inc. Class B Common Stock (a)				$	385,225			$	455,931
Wellington Growth Fund				$	152,005			$	—

		(a)    Includes nonparticipant-directed investments (see Note 5).

The Viacom Inc. Class B Common Stock included nonparticipant-directed amounts of $21,519,314 in 2004 and $18,020,179 in 2003.

During the year ended December 31, 2004 the Plan's investments (including gains and losses on investments bought, sold and held during the year) appreciated (depreciated) as follows:

Common stocks				$	1,062
Commingled trusts					10,183
Registered investment companies (mutual funds)					26,891
Viacom Inc. Class A and B Common Stock					(82,573	)
Other					40
Net depreciation				$	(44,397	)

NOTE 5 – NONPARTICIPANT-DIRECTED INVESTMENTS

Employer matching contributions are initially invested entirely in Viacom Inc. Class B Common Stock. Participants who are fully vested in their Company matching contributions may transfer these contributions out of the Viacom Stock Fund into any other investment option.

Information about the net assets of nonparticipant-directed investments are as follows:

				At December 31,
				2004				2003
Net Assets:
Viacom Inc. Class A Common Stock				$	75			$	103
Viacom Inc. Class B Common Stock				$	21,519			$	18,020

The increase in non-participant directed investments primarily reflects additional employer matching contributions for participants not fully vested in the plan and earnings on these investments partially offset by the transfer of balances that became fully vested, forfeitures and changes in value of stocks during 2004.

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VIACOM 401(k) PLAN

NOTES TO THE FINANCIAL STATEMENTS
(Tabular dollars in thousands)

NOTE 6 – INCOME TAX STATUS

The Internal Revenue Service issued a determination letter dated May 20, 2003, that the Plan continues to satisfy the requirements of Section 401(a) of the Code and that the trust thereunder is exempt from federal income taxes under the provisions of Section 501(a) of the Code. The Plan has been amended since receiving the determination letter. However, the amendments have not been significant in nature and the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Code and as such does not require a new determination letter at this time.

NOTE 7 – TERMINATION PRIORITIES

Although the Company anticipates that the Plan will continue indefinitely, it reserves the right by action of its Board to amend or terminate the Plan provided that such action does not retroactively reduce earned participant benefits.

In the event of Plan termination, participants become fully vested. Upon termination, the Plan provides that the net assets of the Plan would be distributed to participants based on their respective account balances.

NOTE 8 – INVESTMENT IN MASTER TRUST INVESTMENT ACCOUNTS

The value of the Plan's interest in the total investments of each of the MTIAs at December 31, 2004 and 2003 was as follows:

				December 31,
				2004				2003
Barclays Global Investors S&P 500 Index Fund					81.48	%			79.61	%
INVESCO Fund					99.88	%			99.84	%
Mellon Bank EB SMAM Aggregate Bond Index Fund					93.54	%			90.03	%
Mellon Capital Tactical Asset Allocation Fund					99.99	%			100.00	%
Putnam Fund					—				99.53	%
The Boston Company Large Cap Value Fund					95.15	%			96.17	%
Wellington Growth Fund					80.07	%			—

	See Note 2 for a description of the MTIAs.

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VIACOM 401(k) PLAN

NOTES TO THE FINANCIAL STATEMENTS
(Tabular dollars in thousands)

The following table presents the investments held by the MTIAs:

				At December 31,
				2004				2003
Barclays Global Investors S&P 500 Index Fund (a)				$	588,773			$	565,116
INVESCO Fund, at contract value
Synthetic investment contracts					27,989				59,353
Separate accounts					537,893				501,286
Guaranteed investment contracts					2,611				7,531
Registered investment companies					—				1,370
Common collective trust					10,849				5,989
Mellon Bank EB SMAM Aggregate Bond Index Fund (a)					60,919				58,783
Mellon Capital Tactical Asset Allocation Fund (a)					4,350				1,993
Putnam Fund, at fair value
Common stocks					—				138,793
Registered investment companies					—				3,686
Common collective trust					—				448
The Boston Company Large Cap Value Fund (a)					86,303				73,380
Wellington Growth Fund, at fair value
Common Stocks					188,276				—
Common collective trust					2,300				—
Net investments held by the MTIAs				$	1,510,263			$	1,417,728

	(a)    Invested entirely in commingled trust funds.

Investment income of the MTIAs was as follows:

				Year Ended December 31, 2004
Dividends				$	1,653
Guaranteed investment contracts					317
Interest income					49
Net appreciation of commingled trust funds					70,056
Net appreciation of Wellington Growth Fund and the Putnam Fund					9,844
Separate accounts					24,052
Synthetic investment contracts					2,030
Investment manager fees					(1,607	)
Net investment income				$	106,394

The guaranteed investment contracts and synthetic investment contracts are fully benefit- responsive and are valued at contract value. The Company does not expect any employer initiated events that may cause premature liquidation of a contract at market value. At December 31, 2004 and 2003, investments in the INVESCO Fund MTIA at contract value of $579,341,362 and $575,528,779, respectively, had fair values in the aggregate of $592,055,638 and $598,977,561, respectively. The average yield was approximately 4.8% for 2004 and crediting interest rates were approximately 4.1% at December 31, 2004 and 4.3% at December 31, 2003.

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VIACOM 401(k) PLAN

NOTES TO THE FINANCIAL STATEMENTS
(Tabular dollars in thousands)

A synthetic guaranteed investment contract provides for guaranteed returns on principal over a specified period of time through benefit responsive wrapper contracts issued by a third party which are backed by underlying assets. The wrapper contracts provide market and cash flow risk protection to the Plan and provide for the execution of participant initiated transactions in the Plan at contract value representing the amounts by which the value of contracts is greater or less than the value of the underlying assets. Included in the contract value of the synthetic guaranteed investment contracts is $1,239,487 and $2,828,583 at December 31, 2004 and 2003, respectively, attributable to wrapper contract providers.

NOTE 9 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

				At December 31,
				2004				2003
Net assets available for benefits per the financial statements				$	2,197,993			$	2,122,979
Amounts allocated to withdrawing participants					(735	)			(293	)
Net assets available for benefits per the Form 5500				$	2,197,258			$	2,122,686

The following is a reconciliation of benefits paid to participants as reflected in the financial statements to the Form 5500:

				Year Ended December 31, 2004
Benefits paid to participants per the financial statements				$	155,489
Add: Amounts allocated to withdrawing participants at December 31, 2004					735
Less: Amounts allocated to withdrawing participants at December 31, 2003					(293	)
Benefits paid to participants per the Form 5500				$	155,931

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but were not paid as of that date.

NOTE 10 – SUBSEQUENT EVENT

Effective after the close of business on June 14, 2005, the Viacom Employee Savings Plan's assets and liabilities were merged into the Plan.

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SCHEDULE H, line 4i

VIACOM 401 (k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2004
(Dollars in thousands)

Identity of issuer, borrower, lessor or similar party												Maturity and Interest Rates				Cost (a)				Current Value
SELF DIRECTED ACCOUNTS																				$	23,744
CORPORATE STOCK-COMMON
								BLOCKBUSTER CLASS A COMMON STOCK													179
								BLOCKBUSTER CLASS B COMMON STOCK													184
*				#				VIACOM INC CLASS A COMMON STOCK													6,696
*								VIACOM INC CLASS A COMMON STOCK – NONPARTICIPANT-DIRECTED								$	32				75
*				#				VIACOM INC CLASS B COMMON STOCK													363,529
*								VIACOM INC CLASS B COMMON STOCK – NONPARTICIPANT-DIRECTED								$	22,500				21,519
TOTAL CORPORATE STOCK-COMMON																					392,182
REGISTERED INVESTMENT COMPANIES
								VANGUARD LIFESTRATEGY MODERATE GROWTH FUND													101,180
#								DFA U.S. SMALL CAP FUND													89,458
								VANGUARD LIFESTRATEGY GROWTH FUND													39,211
#								FIDELITY MID CAP STOCK FUND													36,331
#								FIDELITY SELECT TECHNOLOGY FUND													19,191
								VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND													21,770
								VANGUARD CALVERT SOCIAL INDEX FUND													4,447
TOTAL REGISTERED INVESTMENT COMPANIES																					311,588
COMMINGLED TRUST FUNDS
*								TBC INC. POOLED EMPLOYEE DAILY LIQUIDITY FUND													764
								CAPITAL GUARDIAN INTL EQUITY FUND													66,188
								CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND													17,067
TOTAL COMMINGLED TRUST FUNDS																					84,019
LOANS TO PARTICIPANTS												Various maturities and interest rates ranging from 4.01% to 12.00%									31,033
GRAND TOTAL																				$	842,566

(a)	Cost for nonparticipant-directed investments only

*	Identified as a party-in-interest to the Plan.

#	A portion of these assets are held in the self directed accounts

S-1

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the Plan have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

								VIACOM 401(k) PLAN
Date: June 17, 2005				By:				/s/ BARBARA MICKOWSKI
								Barbara Mickowski Member of the Retirement Committee

S-2

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