EXHIBIT 4.7


         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

         This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary or a
nominee of the Depositary. This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
by a nominee of the Depositary, by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee to
a successor Depositary or a nominee of such a successor Depositary.

         Unless and until it is exchanged in whole or in part for Securities in
definitive registered form in accordance with the provisions of the Indenture
(as defined below) applicable to such exchange, this certificate may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any such nominee to a successor
Depository or a nominee of such successor Depository.



<PAGE>



                                   VIACOM INC.

                           6.40% Senior Notes due 2006

                   Unconditionally guaranteed as to payment of
                          principal of and interest by
                            VIACOM INTERNATIONAL INC.
                   (a wholly owned subsidiary of Viacom Inc.)

No.                                                            $

                                                                 CUSIP:  [     ]
                                                                  CINS:  [     ]
                                                                  ISIN:  [     ]

         Viacom Inc., a Delaware corporation (herein called the "Company", which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of $[ ] on January 30, 2006 at the office or agency of the
Company referred to below, and to pay interest thereon on July 30, 2001 and
semi-annually thereafter, on January 30 and July 30 in each year, from January
17, 2001, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, at the rate of 6.40% per annum, until the
principal hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid, in immediately available funds, to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 15 or July 15, as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date, and such defaulted interest, may be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Payment of the principal of and interest on this
Security will be made at the Corporate Trust Office of the Trustee or such other
office or agency of the Company as may be designated for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided however, that
each installment of interest and principal on this Security may at the Company's
option be paid in immediately available funds by transfer to an account
maintained by the payee located in the United States.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of May 15, 1995 among the Company, Viacom International Inc., as guarantor
(the "Guarantor") and Citibank, N.A., as successor to State Street

<PAGE>

                                        2

Bank and Trust Company and The First National Bank of Boston, trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), 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 and as further supplemented by
the Fifth Supplemental Indenture dated as of January 17, 2001 among the Company,
the Guarantor and the Trustee (as so supplemented and amended, the "Indenture"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of a series
designated as 6.40% Senior Notes due 2006, initially limited in aggregate
principal amount to $400,000,000. This Security is a global Security
representing $[ ] of the Securities.

         This Note is a "book-entry" Note and is being registered in the name of
Cede & Co. as nominee of The Depository Trust Company ("DTC"), a clearing
agency. Subject to the terms of the Indenture, this Note will be held by a
clearing agency or its nominee, and beneficial interest will be held by
beneficial owners through the book-entry facilities of such clearing agency or
its nominee in minimum denominations of $1,000 and integral multiples thereof.
As long as this Note is registered in the name of DTC or its nominee, the
Trustee will make payments of principal of and interest on this Note by wire
transfer of immediately available funds to DTC or its nominee. Notwithstanding
the above, the final payment on this Note will be made after due notice by the
Trustee of the pendency of such payment and only upon presentation and surrender
of this Note at its principal corporate trust office or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Indenture.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Securities of this series are not subject to any sinking fund and
are subject to redemption prior to maturity as set forth below.

         In the event that as a result of any change in, or amendments to, any
laws (or any regulations or rulings promulgated thereunder) of the United States
(or any political subdivision or taxing authority thereof or therein) or any
change in, or amendments to, an official position regarding the application of
such laws, regulations or rulings, which change or amendment is announced or
becomes effective thereunder after July 25, 2000, the Company has become or,
based upon a written opinion of independent counsel selected by the Company,
will become obligated to pay, with respect to this series of Securities, any
Additional Amounts, the Company may redeem all, but not less than all, the
Securities of such series at any time at 100% of the principal amount thereof,
together with accrued interest thereon, if any, to the Redemption Date

<PAGE>

                                        3

(subject to the rights of holders of record on the relevant Regular Record Date
that is prior to the Redemption Date to receive interest on the relevant
Interest Payment Date).

         In the event of a deposit or withdrawal of an interest in this Note,
including an exchange, transfer, repurchase or conversion of this Note in part
only, the Trustee, as custodian of the Depository, shall make an adjustment on
its records to reflect such deposit or withdrawal in accordance with the rules
and procedures of the Depositary.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Security and (b) certain restrictive
covenants and the related Defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Security.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of not less than
specified percentages in aggregate principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.

         As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place, and rate, and in the coin or currency, herein
prescribed.



<PAGE>

                                        4

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for such purpose in
New York, New York or at such other office or agency as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of a different authorized denomination,
as requested by the Holder surrendering the same.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

         Prior to the time of due presentment of this Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all purposes, whether or
not this Security be overdue, and none of the Company, the Guarantor, the
Trustee or any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

         If at any time, a Depositary is at any time unwilling or unable to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days, then the Company will execute and the Trustee will
authenticate and deliver Securities in definitive registered form, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of this Security in exchange for this Security. Such Securities in
definitive registered form shall be registered in such names and issued in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

         Unless the certificate of authentication hereon has been duly executed
by or on behalf of Citibank, N.A., the Trustee under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

         This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.



<PAGE>

                                        5

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated: [  ], 2001                   VIACOM INC.,

                                    as Issuer

                                    By______________________

Attest:

--------------------------------
Authorized Signature



<PAGE>

                                        6

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of a series referred to in the
within-mentioned Indenture.

                                    CITIBANK, N.A., as Trustee


                                    By ______________________
                                         Authorized Signatory
Dated: [  ], 2001


<PAGE>

                                        7

                     GUARANTEE OF VIACOM INTERNATIONAL INC.


         FOR VALUE RECEIVED, VIACOM INTERNATIONAL INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor corporation under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby fully and unconditionally guarantees to the holder of the Security upon
which this Guarantee is endorsed the due and punctual payment of the principal
of and interest (including, in case of default, interest on principal and, to
the extent permitted by applicable law, on overdue interest), if any, on this
Security, when and as the same shall become due and payable, whether at Stated
Maturity, upon redemption, upon declaration of acceleration or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of Viacom Inc. or any successor thereto (herein called the
"Company") punctually to pay any such principal or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at Stated Maturity, upon redemption,
upon declaration of acceleration or otherwise, as if such payment were made by
the Company.

         The Guarantor hereby agrees that its obligations hereunder shall be as
if it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the identity of the Company, the validity,
regularity or enforceability of this Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of this
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged except by complete performance of the obligations
contained in this Security and in this Guarantee.

         The Guarantor shall be subrogated to all rights of the Holder of this
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee or the Indenture referred to in
this Security; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payment arising out of, or based upon, such right of
subrogation until the principal of and interest on all Securities of the series
of which the Security upon which this Guarantee is endorsed constitutes a part
shall have been indefeasibly paid in full.

         The Indenture provides that in the event that this Guarantee would
constitute or result in a fraudulent transfer or conveyance for purposes of, or
result in a violation of, any United States federal, or applicable United States
state, fraudulent transfer or conveyance or similar law, then the liability of
the Guarantor hereunder shall be reduced to the extent necessary to eliminate
such fraudulent transfer or conveyance or violation under the applicable
fraudulent transfer or conveyance or similar law.


<PAGE>

                                        8

         If the Trustee or the Holder of the Security upon which this Guarantee
is endorsed is required by any court or otherwise to return to the Company or
the Guarantor, or any custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official acting in relation to the Company or the
Guarantor, any amount paid to the Trustee or such Holder in respect of the
Security upon which this Guarantee is endorsed, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. The
Guarantor further agrees, to the fullest extent that it may lawfully do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Five of the Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable bankruptcy law preventing such acceleration in
respect of the obligations guaranteed hereby.

         This Guarantee shall be governed by, and construed in accordance with,
the laws of the State of New York.

         Subject to the next following paragraph, the Guarantor hereby certifies
and warrants that all acts, conditions and things required to be done and
performed and to have happened precedent to the creation and issuance of this
Guarantee and to constitute the same valid obligation of the Guarantor have been
done and performed and have happened in due compliance with all applicable laws.

         This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on the Security upon which this
Guarantee is endorsed has been signed by the Trustee under the Indenture
referred to in this Security.



<PAGE>

                                        9

         IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
signed by its Chairman of the Board, or its Vice Chairman of the Board, or its
President, or one of its Executive Vice Presidents or Vice Presidents, or by its
Treasurer or one of its Assistant Treasurers and attested by its Secretary or
one of its Assistant Secretaries, manually or in facsimile.

Dated: [  ], 2001                   VIACOM INTERNATIONAL INC.


                                    By___________________________


ATTEST:___