SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rabbitt Kevin M

(Last)

(First)

(Middle)

GES EXPOSITION SERVICES, INC.

950 GRIER DRIVE

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2006

3. Issuer Name and Ticker or Trading Symbol
VIAD CORP [ VVI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO	GES Exposition Services, Inc.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	398	D
Common Stock	166⁽¹⁾	D
Common Stock	404⁽²⁾	D
Common Stock	875⁽³⁾	D
Common Stock	3,000⁽⁴⁾	D
Common Stock	451.0971⁽⁵⁾	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option-right to buy	10/01/2004⁽⁶⁾	10/01/2012⁽⁶⁾	Common Stock	750	$19.4212	D
Option-right to buy	02/20/2006⁽⁷⁾	02/19/2013⁽⁷⁾	Common Stock	1,500	$19.574	D
Option-right to buy	02/19/2009⁽⁸⁾	02/18/2011⁽⁸⁾	Common Stock	1,650	$24.2168	D

Explanation of Responses:

1. Performance-based restricted stock awarded February 2003 pursuant to 1997 Viad Corp Omnibus Incentive Plan.

2. Performance-based restricted stock awarded February 2004 pursuant to 1997 Viad Corp Omnibus Incentive Plan.

3. Restricted Stock awarded February 2003 pursuant to 1997 Viad Corp Omnibus Incentive Plan.

4. Restricted Stock awarded February 2005 pursuant to 1997 Viad Corp Omnibus Incentive Plan.

5. The information is current as of this filing date.

6. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan; each ten-year option contains the right to surrender the option for cash, which right is only exercisable during certain tender offers. The Corporation may permit a participant exercising an option to surrender already owned stock in payment of exercise price, and to surrender stock, to which participant is entitled as a result of such exercise, to satisfy a tax withholding requirement. 50% of options are exercisable one year after grant and 100% exercisable two years after grant, except that exercisability is accelerated in certain circumstances.

7. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan, as amended 5-14-2002; each ten-year option contains the right to surrender the option for cash, which right is only exercisable during certain tender offers. The Corporation may permit a participant exercising an option to surrender already owned stock in payment of exercise price, and to surrender stock, to which participant is entitled as a result of such exercise, to satisfy a tax withholding requirement. 33 1/3% of options are exercisable one year after grant, 33 1/3% are exercisable two years after grant and the remaining balance are exercisable three years after grant.

8. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan in connection with election as a director of the Corporation. Each seven-year option contains the right to surrender the option for cash, which right is only exercisable during certain tender offers. The Corporation may permit a participant exercising an option to surrender already owned stock in payment of exercise price, and to surrender stock, to which participant is entitled as a result of such exercise, to satisfy a tax withholding requirement. 20% of options are exercisable one year after grant, 20% are exerciseable two years after grant, 20% after three years, 20% after four years, and the balance any time after five years from the grant date, except that exercisability is accelerated in certain circumstances.

Remarks:

Note: Also see attached Exhibit EX-24 power of attorney.

	Scott E. Sayre, Attorney-in-Fact	01/05/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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