SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No 2)*

VIACOM INC.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

92553P102

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92553P102

SCHEDULE 13G

Page 2 of 7 Pages


1	NAME OF REPORTING PERSONS NAI Entertainment Holdings LLC I.R.S. Identification No. 27-344875
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 14,329,561
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 14,329,561
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,329,561
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 27.8%
12	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 92553P102

SCHEDULE 13G

Page 3 of 7 Pages


1	NAME OF REPORTING PERSONS NAIRI, Inc. I.R.S. Identification No. 04-3446887
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 92553P102

SCHEDULE 13G

Page 4 of 7 Pages


1	NAME OF REPORTING PERSONS National Amusements, Inc. I.R.S. Identification No. 04-2261332
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 41,084,282*
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 41,084,282*
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,084,282*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 79.6%
12	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes shares owned by NAI Entertainment Holdings LLC.

CUSIP No. 92553P102

SCHEDULE 13G

Page 5 of 7 Pages


1	NAME OF REPORTING PERSONS Sumner M. Redstone
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 41,084,322*
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 41,084,322*
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,084,322*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 79.6%
12	TYPE OF REPORTING PERSON (See Instructions) IN

* Includes shares owned by NAI Entertainment Holdings LLC and National Amusements, Inc.

The Schedule 13G previously filed by the undersigned with respect to the Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of Viacom Inc. is hereby amended as follows:

Item 2.

Item 2(a) is hereby amended and restated in its entirety as follows:

Name of Person Filing: This Statement is being jointly filed by NAIRI, Inc. (“NAIRI”), National Amusements, Inc, (“NAI”), NAI Entertainment Holdings LLC (“NAI EH”) and Sumner M. Redstone. NAIRI and NAI EH are wholly owned direct subsidiaries of NAI. Mr. Redstone is the Chairman and Chief Executive Officer of NAI EH and NAI. Mr. Redstone is the President of NAIRI.

Item 2(b) is hereby amended and restated in its entirety as follows:

Address of Principal Business Office: The principal business address of Sumner M. Redstone is 51 West 52nd Street, New York, NY 10019; NAI, NAI EH, and NAIRI have their principal business address at 846 University Avenue, Norwood, MA 02062.

Item 2(c) is hereby amended and restated in its entirety as follows:

Citizenship: The State of incorporation of NAI is Maryland; the state of incorporation of NAIRI is Delaware; the state of organization of NAI EH is Delaware; and Mr. Redstone is a citizen of the United States.

Item 4.

Item 4 is hereby amended and restated in its entirety as follows:

(a) Amount Beneficially Owned: NAI EH beneficially owns 14,329,561 shares of Class A Common Stock; NAI beneficially owns 41,084,282 shares of Class A Common Stock (including the shares owned by NAI EH); Sumner M. Redstone beneficially owns 41,084,322 shares of Class A Common Stock (including the shares owned by NAI EH and NAI).

(b) Percent of Class: 79.6%

(i) sole power to vote or to direct the vote: 14,329,561 shares of Class A Common Stock with respect to NAI EH; 41,084,282 shares of Class A Common Stock with respect to NAI (including the shares owned by NAI EH); 41,084,322 shares of Class A Common Stock with respect to Sumner M. Redstone (including the shares owned by NAI and NAI EH);

(ii) shared power to vote or to direct the vote: None;

(iii) sole power to dispose or to direct the disposition: 14,329,561 shares of Class A Common Stock with respect to NAI EH; 41,084,282 shares of Class A Common Stock with respect to NAI (including the shares owned by NAI EH); 41,084,322 shares of Class A Common Stock with respect to Sumner M. Redstone (including the shares owned by NAI and NAI EH);

(iv) shared power to dispose or direct the disposition: None

Item 5.

This statement is being filed to report the fact that as of the date hereof the reporting person, NAIRI, has ceased to be the beneficial owner of more than five percent of the class of securities.

Page 6 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2011



	/s/ SUMNER M. REDSTONE
	Name:	Sumner M. Redstone
		Individually

	NAIRI, INC.


	/s/ SUMNER M. REDSTONE
	Name:	Sumner M. Redstone
	Title:	President

	NAI ENTERTAINMENT HOLDINGS LLC


	/s/ SUMNER M. REDSTONE
	Name:	Sumner M. Redstone
	Title:	Chairman and Chief Executive Officer

	NATIONAL AMUSEMENTS, INC.


	/s/ SUMNER M. REDSTONE
	Name:	Sumner M. Redstone
	Title:	Chairman and Chief Executive Officer

Page 7 of 7 Pages