VIACOM INC
S-3, EX-25.2, 2000-12-26
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                                                                   EXHIBIT 25.2

    ========================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

One Wall Street, New York, N.Y.                        10286
(Address of principal executive offices)               (Zip code)



                                   VIACOM INC.
               (Exact name of obligor as specified in its charter)


Delaware                                               04-2949533
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

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

                                  -------------

                             Senior Debt Securities
                       (Title of the indenture securities)

    ========================================================================

<PAGE>


1.      General information. Furnish the following information as to the
        Trustee:

        (a)     Name and address of each examining or supervising authority to
                which it is subject.

------------------------------------------------------------
             Name                    Address
------------------------------------------------------------

        Superintendent of Banks of the        2 Rector Street, New York, N.Y.
        State of New York                     10006, and Albany, N.Y.  12203

        Federal Reserve Bank of New York      33 Liberty Plaza, New York,
                                              N.Y.  10045

        Federal Deposit Insurance Corporation Washington, D.C.  20429

        New York Clearing House Association   New York, New York   10005

        (b)    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.      A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                Form T-1 filed with Registration Statement No. 33-31019.)

        6.      The consent of the Trustee required by Section 321(b) of the
                Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                No. 33-44051.)

        7.      A copy of the latest report of condition of the Trustee
                published pursuant to law or to the requirements of its
                supervising or examining authority.


                                      -2-
<PAGE>




                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 21st day of December, 2000.


                                         THE BANK OF NEW YORK



                                         By:       /s/  MARY LAGUMINA
                                            -----------------------------------
                                            Name:   MARY LAGUMINA
                                            Title:  VICE PRESIDENT




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