EXHIBIT 4.10

                                                                         FORM OF
                                                  SEVENTH SUPPLEMENTAL INDENTURE


                                                                  EXECUTION COPY







                                  VIACOM INC.,

                            VIACOM INTERNATIONAL INC.

                                       AND

                                 CITIBANK, N.A.,

                                     Trustee

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


                         SEVENTH SUPPLEMENTAL INDENTURE

                            Dated as of May 31, 2001



                      To Indenture dated as of May 15, 1995
                                      among
                                  VIACOM INC.,
                            VIACOM INTERNATIONAL INC.
                                       and
                                 CITIBANK, N.A.,
                                     Trustee

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


                             Senior Debt Securities


<PAGE>


                  SEVENTH SUPPLEMENTAL INDENTURE, dated as of May 31, 2001,
among VIACOM INC., a Delaware corporation (the "Company"), VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Guarantor") and CITIBANK, N.A., a national
banking association, as successor in interest to State Street Bank and Trust
Company and The First National Bank of Boston, trustee (the "Trustee") to the
Indenture, dated as of May 15, 1995, among the Company, the Guarantor and the
trustee party thereto, as supplemented by the First Supplemental Indenture,
dated as of May 24, 1995, among the Company, the Guarantor and the trustee party
thereto, as supplemented and amended by the Second Supplemental Indenture and
Amendment No. 1, dated as of December 15, 1995, among the Company, the Guarantor
and the trustee party thereto, as supplemented by the Third Supplemental
Indenture, dated as of July 22, 1996, among the Company, the Guarantor and the
trustee party thereto, as supplemented by the Fourth Supplemental Indenture,
dated as of August 1, 2000, among the Company, the Guarantor and the Trustee, as
supplemented by the Fifth Supplemental Indenture, dated as of January 17, 2001,
among the Company, the Guarantor and the Trustee and as further supplemented by
the Sixth Supplemental Indenture, dated as of May 17, 2001, among the Company,
the Guarantor and the Trustee (as so amended, the "Indenture").

                             RECITALS OF THE COMPANY

                  WHEREAS, Section 901(4) of the Indenture permits supplements
thereto without the consent of Holders of Securities to change any provisions of
the Indenture, where there are no Securities Outstanding of any series which are
entitled to the benefit of such provisions;

                  WHEREAS, the Company wishes to make changes to certain
provisions of the Indenture to give the Company the ability to issue Securities
under the Indenture that are convertible into or exchangeable for securities of
any Person (including the Company); and

                   WHEREAS, there are no Securities Outstanding of any series
which are entitled to the benefit of the provisions that will be modified
herein.

                  NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE
WITNESSETH:

                  For consideration, the adequacy and sufficiency of which are
hereby acknowledged by the parties hereto, each party agrees as follows, for the
benefit of the other party and for the equal and proportionate benefit of all
Holders of Securities, as follows:

SECTION 1. For the purpose of this Seventh Supplemental Indenture, all terms
used herein, unless otherwise defined, shall have the meaning assigned to them
in the Indenture, as amended hereby.

SECTION 2. For the benefit of the Holders of all Securities, the first Recital
of the Indenture shall be deleted and replaced with the following Recital:


<PAGE>

                The Company has duly authorized the execution and delivery of
        this Indenture to provide for the issuance from time to time of its
        unsecured debentures, notes or other evidences of indebtedness (herein
        called the "Securities"), which may or may not be convertible into or
        exchangeable for any securities of any Person (including the Company),
        to be issued in one or more series as provided in this Indenture.


SECTION 3. For the benefit of the Holders of all Securities, Section 301(5) of
the Indenture shall be deleted and replaced with the following:

                  (5) the place or places, if any, other than or in addition to
the Borough of Manhattan, The City of New York, where the principal of (and
premium, if any, on) and any interest on Securities of the series shall be
payable (which in the case of Euro Securities shall be outside the United
States), any Registered Securities of the series may be surrendered for
registration of transfer, Securities of the series may be surrendered for
exchange, where Securities of any series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, and, if different
than the location specified in Section 105, the place or places where notices or
demands to or upon the Company or, if applicable, the Guarantor in respect of
the Securities of the series and this Indenture may be served;


SECTION 4. For the benefit of the Holders of all Securities, a new Section
301(26) of the Indenture shall added as follows:

                  (26) if the Securities of the series are to be convertible
into or exchangeable for any securities of any Person (including the Company),
the terms and conditions upon which such Securities will be so convertible or
exchangeable;


SECTION 5. For the benefit of the Holders of all Securities, Section 901(6) of
the Indenture shall be deleted and replaced with the following:

                  (6) to establish the form or terms of Securities of any series
and any related coupons as permitted by Sections 201 and 301, including the
provisions and procedures relating to Securities convertible into or
exchangeable for any securities of any Person (including the Company); or


SECTION 6.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SEVENTH
SUPPLEMENTAL INDENTURE.


SECTION 7. This Seventh Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.


                                       2
<PAGE>

SECTION 8. Except as herein amended, all applicable terms, conditions and
provisions of the Indenture, as supplemented, shall continue in full force and
effect and shall remain binding and enforceable in accordance with their
respective terms.


                                       3
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Seventh
Supplemental Indenture to be duly executed and attested, all as of the day and
year first written above.


                                             VIACOM INC.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


ATTEST


By:
   -------------------------------------
   Name:
   Title:


                                             VIACOM INTERNATIONAL INC.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


ATTEST


By:
   -------------------------------------
   Name:
   Title:


                                             CITIBANK, N.A.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

ATTEST


By:
   ---------------------------
   Name:
   Title: