Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

(a) On September 15, 2011, the Board of Directors of Viacom Inc. (the "Company"), as part of its ordinary course review of the Company's principal governance documents, approved certain amendments to the Company's Amended and Restated Bylaws. The amendments are summarized below:

· Article III: Directors. Section 15 has been revised to clarify that the term "salary," as used in the Amended and Restated Bylaws with respect to the compensation of directors, includes monetary and other forms of compensation.

· Article VIII: General Provisions. This Article has been revised to add a new Section 3, which provides that the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine.

The Amended and Restated Bylaws are effective as of September 15, 2011. A copy of the Amended and Restated Bylaws is filed herewith as Exhibit 3.2 and is incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed as part of this Report on Form 8-K:

Exhibit No. Description of Exhibit

3.2 Amended and Restated Bylaws of Viacom Inc., effective September 15, 2011.

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