8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

                                  ----------

                Current Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported):  July 18, 1996

                                  VIACOM INC.
             ----------------------------------------------------
             Exact name of registrant as specified in its charter

    Delaware                         1-9553                         04-2949533
- ---------------                    ----------                       ----------
(State or other                    Commission                        (I.R.S.
jurisdiction                          File                           Employer
of incorporation)                   Number)                       Identification
                                                                       No.)


   1515 Broadway, New York, New York                               10036
- ---------------------------------------                         -----------
(Address of principal executive offices                          (Zip Code)


Registrant's telephone number,including Area code:     (212) 258-6000


                               Page 1 of 4 Pages
                        Exhibit Index Appears on Page 4


 
Item 5.  Other Events

        The information included herein is being filed solely in connection 
with the Registration Statement on Form S-4 (Reg. No. 33-64467) of Viacom 
International Inc. and the Offering Circular-Prospectus dated June 24, 1996 (the
"Offering Circular-Prospectus") contained therein. On July 18, 1996, Viacom Inc.
("Viacom") announced that the TCI Exchange Rate (as defined in the Offering
Circular-Prospectus) is 4.810. Accordingly, each share of VII Cable Preferred
Stock (as defined in the Offering Circular-Prospectus) will be exchangeable, in
whole or in part, at the option of the holder thereof, at any time after the
fifth anniversary of issuance, unless previously redeemed, for Tele-
Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per share
("TCI Stock") at the rate of 4.810 shares of TCI Stock for each share of VII
Cable Preferred Stock exchanged. The TCI Exchange Rate will be subject to
adjustment as described in the Offering Circular-Prospectus.

List of Exhibits
- ----------------

Exhibit
Number       Description
- -------      -----------
99.1         Press Release issued by Viacom Inc. dated July 18, 1996

 
                                   SIGNATURE

        Pursuant to the requirement of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.
 
                         VIACOM INC.
                         Registrant
                        
Date:  July 19, 1996     By:  /s/ Michael D. Fricklas
                              ---------------------------
                         Title:   Senior Vice President, Deputy
                                  General Counsel

 
                                 EXHIBIT INDEX
                                 -------------

Exhibit No.     Description
- -----------     -----------
99.1            Press Release issued by Viacom Inc. dated July 18, 1996

EX-99.1

 
 

                                                                    EXHIBIT 99.1


              VIACOM ANNOUNCES EXCHANGE RATE FOR PREFERRED STOCK
                     TO BE ISSUED IN CABLE EXCHANGE OFFER

New York, New York, July 18, 1996--Viacom Inc. (AMEX: VIA and VIAB) said that 
the preferred stock of its cable subsidiary to be issued in its pending exchange
offer would be exchangeable into TCI Stock at the rate of 4.810 shares of TCI
Stock for each share of cable subsidiary preferred stock, representing a premium
of 29.9% to the price of TCI Stock as of the close of business on July 18, 1996.
Viacom said that this exchange rate is a 25% premium to the weighted average
price of TCI stock on the prior 20 trading days.

The cable subsidiary preferred stock will be exchangeable at the holder's option
after the fifth anniversary of the date issued at the exchange rate announced
today.

TCI Stock refers to Tele-Communications, Inc. Series A TCI Group Common Stock 
(NASDAQ: TCOMA).

The exchange offer will expire at midnight (EDT) on Monday, July 22, 1996, 
unless extended.

Viacom Inc. is one of the world's largest entertainment and publishing companies
and a leading force in nearly every segment of the international media 
marketplace. The operations of Viacom include Blockbuster Video, Blockbuster 
Music, MTV Networks, Paramount Parks, Paramount Pictures, Paramount Television, 
Showtime Networks, Simon & Schuster, Viacom Interactive Media, as well as cable 
systems serving 1.2 million customers, radio and television stations, and movie 
screens in 11 countries. Viacom also has a majority interest in Spelling 
Entertainment Group, as well as a substantial interest in Comedy Central, and 
USA Networks, including the Sci-Fi Channel. National Amusements, Inc., a closely
held corporation which owns and operates more than 1,000 screens in the U.S. 
and the U.K. is the parent company of Viacom. More information about Viacom is 
available at the Company's Web site located at http://www.viacom.com.


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Contact: Carl Folta
         (212) 258-6352