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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

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FORM 11-K

(Mark One)

ý	Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the year ended December 31, 2001

Commission file number 1-9553

OR

o	Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

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VIACOM 401(k) PLAN
(Full title of the plan)

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VIACOM INC.
(Name of issuer of the securities held pursuant to the plan)

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

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VIACOM 401(k) PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2001
INDEX

			Pages
(a) Financial Statements:
	Report of Independent Accountants		1
	Statements of net assets available for benefits at December 31, 2001 and 2000		2
	Statement of changes in net assets available for benefits for the year ended December 31, 2001		3
	Notes to financial statements		4 - 12

				Schedule
	Supplemental Schedule:
		Schedule of assets held at end of year		S-1 - S-16
	All other schedules are omitted as not applicable or not required.
(b) Exhibit:
	23.1—Consent of Independent Accountants

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the Plan have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

		VIACOM 401(k) PLAN
Date: June 28, 2002		By:		/s/  BARBARA MICKOWSKI       Barbara Mickowski Member of the Retirement Committee

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Report of Independent Accountants

To the Participants and
Administrator of the Viacom 401(k) Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Viacom 401(k) Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP
New York, New York
June 25, 2002

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VIACOM 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

				At December 31,
				2001		2000
Assets
Cash and cash equivalents				$      2,786		$          1
Investments:
	Investments, at fair value			1,236,053		578,280
	Interest in master trust units			678,970		51,547
Receivables:
	Contributions:
		Employee		2,810		843
		Employer		1,235		260
	Due from broker for securities sold, net			869		—
	Investment income			17		33
Total Assets				1,922,740		630,964
Liabilities
Accrued expenses and other liabilities				602		17
Net assets available for benefits				$1,922,138		$630,947

The accompanying notes are an integral part of these financial statements.

2

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VIACOM 401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

				Year Ended December 31, 2001
Additions to net assets attributed to:
	Contributions:
		Employee		$    56,847
		Employer		17,775
		Rollover		3,914
	Investment income:
		Dividends		6,326
		Interest		1,383
		Plan's interest in master trust units investment income		13,502
	Plan Mergers (Note 1):
		Transfer from the CBS EIF Plan		1,121,967
		Transfer from the Infinity Plan		186,412
		Transfer from the MTVi Plan		3,310
		Transfer from the KMOV Plan		596
		Total additions		1,412,032
Deductions from net assets attributed to:
	Benefits paid to participants			(77,156 )
	Plan expenses			(703 )
	Net depreciation in fair value of investments			(42,982 )
		Total deductions		(120,841 )
	Net increase			1,291,191
	Net assets available for benefits, beginning of year			630,947
	Net assets available for benefits, end of year			$1,922,138

The accompanying notes are an integral part of these financial statements.

3

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS

(Tabular dollars in thousands)

NOTE 1—PLAN DESCRIPTION

The following is a brief description of the Viacom 401(k) Plan (the "Plan") and is provided for general information only. Participants should refer to the Plan document for more complete information regarding the Plan. The Plan was formerly known as the Viacom Investment Plan (the "VIP") and effective September 1, 2001 was renamed the Viacom 401(k) Plan.

The Plan, sponsored by Viacom Inc. (the "Company"), is a defined contribution plan offered on a voluntary basis to substantially all of the Company's employees.

Eligible full-time employees may become participants in the Plan following the attainment of age 21. Part-time, freelance or project-based employees are eligible to participate in the Plan upon attainment of age 21 and completion of one thousand hours of service within a consecutive twelve-month period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is administered by a retirement committee appointed by the Company's Board of Directors.

Plan Mergers

Effective September 1, 2001, the net assets of the CBS Employee Investment Fund (the "CBS EIF Plan"), the MTVi Investment Plan (the "MTVi Plan") and the Savings and Investment Plan for Collective Bargaining Employees of Viacom Broadcasting of Missouri, Inc. (the "KMOV Plan") were merged into the Plan.

Effective November 1, 2001, the net assets of the Infinity Broadcasting Corporation Employees' 401(k) Plan (the "Infinity Plan") were merged into the Plan.

Investment and Participant Accounts

Putnam Fiduciary Trust Company (the "Prior Trustee") was the trustee and custodian of the Plan's assets through August 31, 2001. Mellon Bank, N.A. (the "Trustee") became the trustee and custodian as of September 1, 2001. Certain Plan investments are shares of funds managed by the Trustee or Prior Trustee and therefore qualify as party-in-interest transactions. In connection with the change in custodian and plan mergers, participants' accounts in the Plan, CBS EIF, MTVi, Infinity and KMOV Plans were transferred to funds of the Plan considered to be of similar nature and quality as determined by the Company.

Each participant's account is credited with the participant's contributions, the employer matching contributions and the participant's share of the Plan's gains or losses, net of certain plan expenses. Current employer matching contributions are invested entirely in Viacom Inc. Class B Common Stock and are not participant directed (see "Contributions" in this Note 1, Note 4 and Note 8). The participant's contributions and gains or losses resulting therein are participant directed.

Plan participants have the option of investing their contributions or existing account balances among several commingled investment funds, as well as some registered investment companies (mutual funds). The Plan also offers investments in a stable value fund and Viacom stock. Participants may also elect to open a self-directed brokerage account ("SDA"). Participants may not contribute directly to the SDA, but may reallocate balances in other investment funds except the Viacom PRIMCO Stable Value Fund to a SDA of up to 25% of the participant's total account balance (net of loans). The initial reallocation to the SDA may not be less than $2,500 and subsequent reallocations may not be less than $1,000.

4

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 1—PLAN DESCRIPTION (Continued)

Interest in Master Trust Units

The Company and certain affiliated companies entered into a master trust agreement (the "Master Trust") to invest the assets of the Plan as well as affiliated companies' plans. The Master Trust, when established, consisted of one master trust unit, the Certus Interest Income Fund. The Certus Interest Income Fund master trust unit was a pooled fund managed exclusively for the Company's Master Trust. Effective September 1, 2001, the assets were transferred to the Viacom PRIMCO Stable Value Fund managed by PRIMCO, a division of INVESCO, Inc. During 2001, an additional master trust unit was formed, the Putnam Large Cap Growth Fund. Each of these master trust units is a pooled fund maintained exclusively for the Company's Master Trust. Each participating plan has an undivided interest in the master trust units. Fixed income securities of the CBS EIF Plan previously managed by INVESCO, were transferred into the Viacom PRIMCO Stable Value Fund effective September 1, 2001. The Viacom PRIMCO Stable Value Fund invests primarily in benefit-responsive guaranteed and synthetic guaranteed investment contracts. The fair value of a unit of participation in the Viacom PRIMCO Stable Value Fund is determined by the Trustee based on the contract value of the underlying investments. The Putnam Large Cap Growth Fund is managed by Putnam Advisory Company, LLC and invests primarily in the common stocks of large U.S. corporations. The fair value of a unit of participation in the Putnam Large Cap Growth Fund is determined by the Trustee based on the quoted market value of the underlying securities.

Effective September 1, 2001, the investment balances associated with participants in the Blockbuster Investment Plan (the "BIP") which held Certus Interest Income Fund master trust units, were transferred to the Putnam Stable Value Fund and the BIP ceased to participate in the Master Trust.

Net investment assets and net earnings on the master trust units are allocated daily to the plans investing in the master trust units based on each plan's proportionate interest. Note 7 sets forth the Plan's proportionate interest in the master trust units and certain financial information of the master trust units.

Contributions

The Plan permits participants to contribute up to 15% of annual compensation on a before-tax, after-tax or combination basis, subject to the Internal Revenue Code ("IRC") limitations set forth below. For the period ending December 31, 2001, the employer's matching contribution for participants who were participants in the Plan or the MTVi Plan was equal to (i) 50% of the first 6% (8% for the MTVi Plan) of annual compensation contributed on a before-tax basis if prior year base pay was $65,000 or less or (ii) 50% of the first 5% (6% for the MTVi Plan) of annual compensation contributed on a before-tax basis if prior year base pay was greater than $65,000. For participants who were in the CBS EIF or the Infinity Plan, the employer's matching contribution for the period beginning September 1, 2001 and ending December 31, 2001 was entirely within the discretion of the Company's Board of Directors, was determined on an annual basis, and was set at 80% of the first 5% of contributions. Effective February 1, 2002, the employer's matching contribution is entirely within the discretion of the Company's Board of Directors for all participants in the Plan. Effective February 1, 2002, the employer's matching contribution is set at 50% of the first 5% of before-tax contributions for the following 12 months.

5

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 1—PLAN DESCRIPTION (Continued)

Matching contributions are made in the form of Viacom Class B Common Stock. During 2001, the matching contributions were restricted funds in that they had to remain invested in the Viacom stock. Effective September 1, 2001, participants who attained age 55 and 10 years of service were permitted to make limited reallocations of their restricted funds. Effective April 1, 2002, all restricted funds for fully vested participants can be transferred to any of the other investments offered under the Plan and new matching contributions, although made in the form of Viacom Class B Common Stock, are not restricted.

The IRC limit of the amount of annual participant contributions that can be made on a before-tax basis was $10,500 for 2001 and 2000. Total compensation considered under the Plan, based on IRC limits, may not exceed $170,000 for 2001 and 2000. The IRC also limits annual aggregate participant and employer contributions to the lesser of $35,000 or 25% of compensation. All contributions made to the Plan on an annual basis may be further limited due to certain non-discrimination tests prescribed by the IRC.

Vesting

Participants in the Plan are immediately vested in their own contributions and earnings thereon. Employer matching contributions vest at 20% per year of service, becoming fully vested after five years of service. Transition rules primarily relating to vesting apply to participants of plans that were merged into the Plan. If participants terminate employment prior to being vested in their employer matching contributions and receive a distribution of the vested portion of their account, the non-vested portion of their account is forfeited and may be used to reduce future employer matching contributions and to pay administrative expenses. Employer matching contributions of approximately $700,500 were forfeited in 2001. The Company utilized approximately $297,900 to reduce the funding contributions made during 2001. As of December 31, 2001, the Company had approximately $428,400 available to be used as noted above.

Loans to Participants

Participants may request a loan for a maximum amount equal to the lesser of 50% of the participant's vested account balance or $50,000, reduced by the highest outstanding balance of any Plan loan made to the participant during the twelve-month period ending on the day before the loan is made. The minimum loan available to a participant is $500. The interest rate on participant loans is 1% above the annual prime commercial rate (as published in the Wall Street Journal) on the first day of the calendar month in which the loan is approved, with principal and interest payable not less than quarterly through payroll deductions. Only one loan may be outstanding at any time. Participants may elect repayment periods from twelve to sixty months commencing as soon as administratively possible following the distribution of the loan. The Plan allows participants to elect a repayment term of up to 300 months for loans used for the acquisition of a principal residence. Repayments of loan principal and interest are allocated in accordance with the participants' current investment elections.

The loans outstanding carry interest rates ranging from 6.0% to 12.5% as of December 31, 2001.

6

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 1—PLAN DESCRIPTION (Continued)

Distributions and Withdrawals

Earnings on both employee and employer contributions are not subject to income tax until they are distributed or withdrawn from the Plan.

Participants in the Plan, or their beneficiaries, may receive their vested account balances in a lump sum or in installments over a period of up to 20 years, in the event of retirement, termination of employment, disability or death. Participants must receive a required minimum distribution upon attainment of age 70¹/2 unless they are still employed.

Participants who have been in the Plan or affiliated plans at least five years may elect to withdraw up to 100% of their employer matching contribution account and earnings thereon, while those who have participated less than five years are limited to withdrawing vested employer matching contributions made at least two years prior to the withdrawal, including earnings thereon. In addition, participants in the Plan may receive part or all of their after-tax and rollover contributions. Upon attainment of age 59¹/2, participants may withdraw all or part of their before-tax contributions and earnings thereon. The Plan limits the number of all of the above withdrawal elections in each calendar year.

A participant may obtain a financial hardship withdrawal of the vested portion of employer matching contributions and before-tax contributions provided that the requirements for hardship are met and only to the extent required to relieve such financial hardship. There is no restriction on the number of hardship withdrawals permitted.

Termination Priorities

Although the Company anticipates that the Plan will continue indefinitely, it reserves the right by action of its board of directors to amend or terminate the Plan provided that such action does not retroactively reduce earned participant benefits.

In the event of Plan termination, participants become fully vested. Upon termination, the Plan provides that the net assets of the Plan would be distributed to participants based on their respective account balances.

Plan Expenses

The fees for investment of Plan assets are charged to the Plan's investment funds. Prior to September 1, 2001, the Company paid for expenses incurred in connection with the administration of the Plan, to the extent not covered by forfeitures. Effective September 1, 2001, the administrative expenses are paid by the Plan from the Plan's investment funds. Certain other administrative expenses, such as legal and accounting fees, may be paid by the Plan forfeitures as described above.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accrual method of accounting is used for financial statement presentation.

Investment Valuation and Income Recognition

Short-term money market obligations are carried at cost which approximates fair value due to the short-term maturity of these investments.

Viacom Inc. Class A Common Stock and Class B Common Stock are reported at fair value based on the quoted market price of the stock on the New York Stock Exchange. Investments with registered investment companies, commingled trust funds, common collective trusts and the Putnam Large Cap Growth Fund are reported at fair value based upon the market value of the underlying securities as priced by national security exchanges. Guaranteed investment income contracts, separate accounts and synthetic investment contracts held by the Viacom PRIMCO Stable Value Fund are fully benefit responsive and are therefore reported at contract value, which represents the aggregate amount of deposits thereto, plus interest at the contract rate, less withdrawals.

7

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Participant loans are recorded at cost, which approximates fair value. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value. Interest income is accrued as earned and dividend income is recorded on the ex-dividend date.

Security Transactions

Purchases and sales of securities are recorded on the trade date. The historical average cost basis is used to determine gains or losses on security dispositions.

The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan to make estimates and assumptions, such as those regarding fair value, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

Risks and Uncertainties

The Plan provides for various investment options. Investment securities are exposed to various risks such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of such securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the related statement of changes in net assets available for benefits.

8

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 3—INVESTMENTS

Individual investments representing 5% or more of the Plan's net assets available for benefits are identified below:

*

Includes nonparticipant-directed amounts of $155,729 in 2001 and $164,025 in 2000.

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During the year ended December 31, 2001 the Plan's investments (including gains and losses on investments bought, sold and held during the year) appreciated (depreciated) as follows:

NOTE 4—NONPARTICIPANT-DIRECTED INVESTMENTS

Current employer matching contributions are invested entirely in Viacom Inc. Class B Common Stock and are restricted funds in that they have to remain invested in the Viacom stock. Effective September 1, 2001, a participant attaining age 55 and completing 10 years of service, could elect to reallocate each year up to 20% of the value of the restricted funds determined as of the last day of the preceding plan year (see Note 8).

9

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 4—NONPARTICIPANT-DIRECTED INVESTMENTS (Continued)

Information about the net assets and the significant components of the changes in net assets relating to nonparticipant-directed investments are as follows:

NOTE 5—RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

The following is a reconciliation of benefits paid to participants as reflected in the financial statements to the Form 5500:

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but were not paid as of that date.

10

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 6—INCOME TAX STATUS

The Internal Revenue Service ("IRS") has determined and informed the Company by a letter dated January 22, 1998, that the Plan is exempt from federal income taxes under the provisions of Section 501(a) of the IRC. The Plan has been amended since receipt of the determination letter. However, the Company and the Company's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. In February 2002 an application was submitted to the IRS for an updated determination letter, which is still pending.

NOTE 7—INVESTMENT IN MASTER TRUST

The value of the Plan's interest in the total investments of the Viacom PRIMCO Stable Value Fund master trust unit was 99.97% at December 31, 2001 and the allocated share of investment income, including the Certus Interest Income Fund master trust unit was 98.74% for 2001. The value of the Plan's interest in the Certus Interest Income Fund master trust unit was 93.80% at December 31, 2000, and the allocated share of investment income was 94.00% in 2000.

The value of the Plan's interest in the total investments of the Putnam Large Cap Growth Fund master trust unit was 99.81% at December 31, 2001 and the allocated share of investment income was 98.69% for 2001. See Note 1 for a description of the Master Trust and master trust units.

The following table presents the investments of the master trust units:

				At December 31,
				2001			2000
PRIMCO in 2001 and Certus in 2000
	Synthetic investment contracts			$	264,707		$	35,832
	Separate accounts				172,253			—
	Guaranteed investment contracts				76,330			16,564
	Cash and cash equivalents				9,580			2,577
Putnam
	Common stocks				156,548			—
		Net Investments in Master Trust Units		$	679,418		$	54,973

11

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Viacom 401(k) Plan

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

NOTE 7—INVESTMENT IN MASTER TRUST (Continued)

Investment income of the master trust units is as follows:

The guaranteed investment contracts and synthetic investment contracts are fully benefit-responsive and are valued at contract value. The Company does not expect any employer initiated events that may cause premature liquidation of a contract at market value. At December 31, 2001 and 2000, investments in the master trust units at contract value of $522,870,282 and $54,973,471, respectively had fair values in the aggregate of $534,898,721 and $55,572,187, respectively. The average yield and crediting interest rates were approximately 6% in 2001 and 7% for 2000.

NOTE 8—SUBSEQUENT EVENTS

Effective April 1, 2002, the net assets of the Viacom Outdoor Inc. 401(k) Plan (formerly known as Transportation Displays Incorporated Savings Investment Plan) and the Viacom Outdoor Group Inc. Savings Investment Plan (formerly known as Outdoor Systems Inc. 401(k) Plan) were merged into the Plan.

In addition, the Plan was amended to permit participants who are fully vested in their Plan account balances to reallocate the portion of their account invested in restricted funds to any of the Plan's available investment funds. Prior to this change only Participants who attained age 55 with 10 years of service could reallocate the restricted funds, and only to a limited extent.

On June 25, 2002 the Company decided to merge the net assets of the United Paramount Network 401(k) Plan into the Plan effective July 1, 2002.

12

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SCHEDULE I

VIACOM 401 (k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2001

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
INTEREST BEARING CASH
		CAD (CANADIAN DOLLARS)						$	381.74
		CASH HELD AT WELLS FARGO BANK							189.63
TOTAL INTEREST-BEARING CASH									571.37
CORPORATE STOCK-PREFERRED
		ABN AMRO CAP FDG TR I GTD TR							25,170.00
		AMERICAN ANNUITY GROUP CAP TR							25,160.00
		AMERICAN RE CAP GTD QUARTERLY							25,250.00
		AS EKSPORTFINANS PFD ADR SER							41,920.00
		BERGEN CAP TR I TOPRS 7.80%							23,410.00
		ESPIRITO SANTO OVERSEAS LTD							28,325.00
		FARMERS GRP CAP GTD QUARTERLY							25,290.00
		FIRST INDL RLTY TR DEPST PFD D							23,310.00
		GREAT-WEST LIFE & ANNTY INS							25,000.00
		HOSPITALITY PPTYS TR PFD SER A							25,620.00
		NB CAP CORP DEP SH REPSTG 1/40 PFD							26,000.00
		NEXEN INC CDN ORIGINATED PFD							25,400.00
		NORTEL INVERSOTA S A SPONSORED							24.30
		PLACER DOME INC CDN ORIGINATED							23,980.00
		PREFERREDPLUS TR SER LMG 1 TR CTF							24,600.00
		PUBLIC STEERS TR MERRILL LYNCH DEPOSITOR SER 99 REN C1 TR							24,150.00
		REPSOL INTL CAP LTD PFD 7.45%							34,425.00
		ROYAL BK SCOTLAND GRP PLC SPON							27,070.00
		SHAW COMMNS US$CDN							22,200.00
		SUNCOR INC US$PFD SECS 9.125%							26,000.00
		TRANSCANADA CAP TOPR 8.75%							50,200.00
		WESTPAC CAP TR I 8% TOPICS							25,240.00
		ANZ EXCH PFD TR II TR UNIT							25,400.00
		CARLTON COMMUNICATIONS PLC							18,700.00
TOTAL CORPORATE STOCK PREFERRED									621,844.30
CORPORATE STOCK-COMMON
		ADC TELECOMMUNICATIONS INC							6,039.80
		ACCLAIM ENTMT INC PAR $0.02							1,192.50
		AOL TIME WARNER INC COM							1,239,027.90
		ACME COMMUNICATIONS INC COM							4,044.00
		ADVANCED AERODYNAMICS &							2,702.50
		ADVANCED DIGITAL INFORMATION							1,604.00
		ADVANCED FIBER COMMUNICATIONS							1,767.00
		ADVANCED MICRO DEVICES INC COM							25,138.10
		ADVANCED OPTICS ELECTRONICS							1,581.60
		ADVANCED VIRAL RESH CORP							3,722.19
		AETHER SYSTEM INC COM							920.00
		AFFYMETRIX INC OC-CAP STK							22,650.00
		AFTERMARKET TECHNOLOGY CORP COM							3,240.00
		AGILENT TECHNOLOGIES INC							5,787.53
		AIRBORNE INC COM							2,877.02
		AIRTECH INTL GRP INC COM NEW							264.00
		AIRTRAN HLDGS INC							330.00
		AKAMAI TECHNOLOGIES INC							5,049.00
		ALCATEL ALSTHOM SPONSORED ADR							3,310.00
		ALCOA INC COM							10,772.29

S-1

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Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		ALLIED RISER COMMNS CORP COM						122.53
		ALLSTATE CORP COM						3,370.00
		AMAZON.COM INC COM						19,995.36
		AMDOCS LTD COM						1,019.10
		AMERICAN BIOMED INC						0.01
		AMERICAN DIVERSIFIED GROUP INC						71.84
		AMERICAN EXPRESS CO COM						37,474.50
		AMERICAN INTL GROUP INC COM						18,341.40
		AMERICAN SKIING CO COM						10,000.00
		AMERICAN FED SVGS BK ROCKVILLE MC CMT COM						29,070.00
		AMERITRADE HLDG CORP CL A						6,512.00
		AMGEN INC						89,344.52
		AMYLIN PHARMACEUTICALS INC COM						7,312.00
		ANADARKO PETE CORP COM						1,989.75
		ANALOG DEVICES INC COM						2,219.50
		ANHEUSER BUSCH COS INC COM						23,418.78
		AON CORP COM						3,552.00
		APPLE COMPUTER INC						66,795.00
		APPLERA CORP-APPLIED BIOSYSTEM						19,635.00
		APPLERA CORP-CELERA GENOMICS						12,837.89
		APPLIED DIGITAL SOLUTIONS INC						86.00
		AMR CORP DEL COM						23,415.00
		APPLIED MATLS INC COM						41,904.50
		APPLIED MICRO CIRCUITS CORP CD						2,841.32
		ARAMARK CORP						26,900.00
		ARC WIRELESS SOLUTIONS INC COM						885.00
		ARCH WIRELESS INC COM						7.00
		ARCTIC CAT INC						4,250.00
		ARIAD PHARMACEUTICALS INC DEL						2,243.93
		ARIBA INC COM						2,494.80
		AROS CORP COM						3,200.00
		ARROW ELECTRS INC COM						11,960.00
		ASCENDANT SOLUTIONS INC COM						72.50
		ASCENTIAL SOFTWARE CORP COM						2,328.75
		AT HOME CORP SER A COM						17.75
		ATLANTIC COAST AIR;S HLDGS INC COM						582.25
		AT&T CORP COM						70,594.59
		AT&T WIRELESS SVCS INC COM						24,917.58
		ATMEL CORP COM						3,316.50
		AUTOCO COM INC						13.00
		AUTOMATIC DATA PROCESSING INC						17,670.00
		AVANEX CORP COM						7,847.00
		AVAYA INC COM						15,296.85
		AVON PRODS INC COM						4,696.50
		AXA SPONSORED ADR						1,219.16
		BACKWEB TECHNOLOGIES LTD COM						1,350.00
		BALLARD PWR SYS INC						295.70
		BANK OF AMERICA CORP						2,455.05
		BARNESANDNOBLE COM INC CL A						616.00
		BARRICK GOLD CORP COM						2,536.05
		BEA SYS INC COM						18,972.80
		BED BATH & BEYOND INC COM						22,035.00
		BELLSOUTH CORP COM						7,630.00
		BERKSHIRE HATHAWAY INC DEL B						143,925.00
		BERKSHIRE HATHAWAY INC DEL CLA						302,400.00
		BICO INC COM						360.00
		BIFS TECHNOLOGIES CORP COM						787.50
		BIOGEN INC COM						5,735.00
		BIOSHIELD TECHNOLOGIES INC COM						246.50
		BIOTIME INC						460.00
		BIOTRANSPLANT INC						11,505.00
		BLUE ZONE INC COM						1,350.00

S-2

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		BOEING CO COM						10,586.94
		BOISE CASCADE CORP COM						3,401.00
		BMC SOFTWARE INC COM						6,548.00
		BRAINTECH INC NEW COM						1,170.00
		BRANDMAKERS INC COM						40.00
		BRILLIANCE CHINA AUTOMOTIVE						1,875.00
		BRISTOL MYERS SQUIBB CO COM						2,550.00
		BROADCOM CORP CL A COM						44,957.00
		BROADVISION INC						2,329.00
		BROADWING INC COM						950.00
		BROCADE COMMN SYS INC COM						7,220.16
		BUY COM INC COM						16.80
		B2B INTERNET HOLDRS TR						14,364.00
		CABLE DESIGN TECHNOLOGIES CORP						2,052.00
		CABLEVISION NY GRP CL A COM						949.00
		CABLEVISION SYS CORP RAINBOW						247.00
		CALIPER TECHNOLOGIES CORP						4,683.00
		CALPINE CORP COM						10,074.00
		CALYPTE BIOMEDICAL CORP						22.20
		CARDIODYNAMICS INTL CORP						3,305.00
		CARDIOME PHARMA CORP COM						5,073.87
		CATERPILLAR INC						7,223.41
		CELESTICA INC SUB VTG SHS						4,039.00
		CELL PATHWAYS INC NEW COM						2,784.00
		CELSION CORP COM						316.80
		CENTERPOINT PPTYS TR COM						9,960.00
		CENTURY CASINOS INC COM						2,912.00
		CERTICOM CORP COM						593.19
		CHARTER COMMUNICATIONS INC DEL						7,393.50
		CHECKPOINT SOFTWARE TECH						518,570.00
		CHESAPEAKE ENERGY CORP COM						2,644.00
		CHEVRONTEXACO CORP COM						4,758.29
		CHICOS FAS INCCOM						7,940.00
		CHILDRENS BEVERAGE GROUP INC						0.02
		CHOLESTECH CORP						3,962.00
		CIENA CORP COM						10,503.54
		CIGNA CORP COM						2,316.25
		CINTAS CORP						9,600.00
		CIRCUIT CITY GROUP COM						10,380.00
		CIRCUIT SYS INC						1.50
		CISCO SYS INC COM						883,605.01
		CITIGROUP INC COM						234,176.72
		CITYVIEW CORP LTD NEW SHS						77.00
		CKE RESTARAUNTS INC						1,357.50
		CLARION COML HLDGS INC CL A						4,515.44
		CLOROX CO COM						395.50
		CMGI INC						4,824.80
		CNET NETWORKS INC COM						1,677.39
		COCA COLA CO COM						24,753.75
		COCA COLA ENTERPRISES INC COM						1,894.00
		COGNIZANT TECH SOLUTIONS CL A						20,490.00
		COHERENT INC COM						9,276.00
		COHESIAN TECHNOLOGIES INC						996.00
		COMDISCO INC DEL COM						208.00
		COMMERCE BANCORP INC N J						5,916.26
		COMMERCE ONE INC DEL COM						5,437.11
		COMMUNICATIONS INTELLIGENCE						1,920.00
		COMPAQ COMPUTER CORP COM						19,393.12
		COMPUCOM SYS INC COM						5,424.00
		COMPUTER ASSOC INTL INC COM						3,449.00
		COMPUTERIZED THERMAN IMAGING						155.00
		COMPUWARE CORP						16,824.33

S-3

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		CONCORD EFS INC COM						6,556.00
		CONEXANT SYSTEMS INC						4,767.52
		CONSYGEN INC COM						7.00
		CONTINENTAL AIRLS INC CL B						655.25
		CONVERA CORP CL A						5,360.00
		COPART INC						7,274.00
		COPPER MTN NETWORK INC COM						845.00
		COR THERAPEUTICS INC						2,393.00
		COREL CORP						6,127.50
		CORNING INC COM						25,020.60
		CORONADO INDS INC COM						1,845.00
		CORVIS CORP COM						4,441.25
		CORTEX PHARMACEUTICALS INC						2,580.00
		COSTCO WHSL CORP NEW COM						13,314.00
		COVAD COMMUNICATIONS GROUP INC						1,179.74
		CREE INC COM						37,708.80
		CURIS INC COM						1,122.00
		CYBERSOURCE CORP DEL COM						132.00
		CYBERTEL COMMNS CORP COM						60.00
		CYPRESS BIOSCIENCES INC						1,545.00
		DAIMLER CHRYSLER AG ORD						375.03
		DME INTERACTIVE HLDGS INC COM						140.00
		DATATEC SYS INC COM						227.50
		DAYTON MNG CORP COM NEW						166.86
		DEERE & CO COM						1,309.80
		DELL COMPUTER CORP COM						219,532.86
		DELPHI AUTOMOTIVE SYS CORP COM						33,767.52
		DELUXE CORP COM						1,871.10
		DENTSPLY INTL INC NEW COM						10,040.00
		DETOUR MAGAZINE INC COM						20.00
		DEUTSCHE TELEKOM AG SPONSORED						6,354.40
		DIAMOND ENTMT CORP COM NEW						105.00
		DICE INC COM						270.00
		DIMETHAID RESH INC COM						2,272.71
		DIODES INC						9,975.00
		DIRECT FOCUS INC COM						3,120.00
		DISNEY WALT CO COM						114,509.72
		DOUBLECLICK INC COM						7,552.44
		DOVER DOWNS ENTMT INC						7,650.00
		DOW CHEM CO COM						5,067.00
		DRUGSTORE COM INC COM						8,190.00
		DSL.NET INC COM						630.00
		DU PONT E I DE NEMOURS & CO						3,018.21
		DUKE ENERGY CORP COM						60,853.00
		DUPONT PHOTOMASKS INC						3,258.75
		DYNEGY INC NEW CL A						7,650.00
		E DIGITAL CORP COM						3,338.28
		EMC CORP MASS						323,245.44
		E SPIRE COMMUNICATIONS INC						78.00
		E TRADE GROUP INC						12,043.75
		EAGLE WIRELESS INCL INC COM						15,250.00
		EARTHLINK INC COM						12,170.00
		EARTHSHELL CORP COM						6,000.00
		EASTMAN KODAK CO COM						7,592.94
		EBAY INC COM						63,688.80
		ECHOSTAR COMMUNICATIONS CORP						7,197.14
		ECONNECT COM						168.78
		EGLOBE INC COM NEW						0.25
		EL PASO CORP COM						4,461.00
		ELAN PLC ADR						7,975.62
		ELCOM INTL INC						35,061.08
		ELECTRONICS FOR IMAGING INC						1,784.80

S-4

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		ELOT INC COM						66.41
		EMACHNES INC COM						156.00
		EMERSON ELEC CO COM						8,108.20
		EMULEX CORP NEW						11,853.00
		ENERGIZER HLDGS INC COM						381.00
		ENERGY CONVERSION DEVICES INC						6,070.40
		ENRON CORP COM						1,652.75
		ENTERASYS NETWORKS INC COM						132.75
		ENTERGY CORP NEW COM						3,911.00
		ENTERTAINMENT BLVD INC COM						3.00
		ENTREMED INC COM						1,242.15
		ENZON INC COM						36,638.28
		EPRESENCE INC COM						419.00
		EQUITY RESIDENTIAL PPTYS TR SH BEN INT COM						1,435.50
		ERICSSON L M TEL CO ADR CL B						12,528.00
		ESPEED INC						8,280.00
		ESOFT INC COM						405.00
		ETOYS INC COM						31.25
		EVOLVE ONE INC COM						108.00
		EXODUS COMMUNICATIONS INC COM						237.35
		EXTREME NETWORKS INC COM						258.00
		EXXON MOBIL CORP						9,825.00
		FASTCOMM COMMUNICATIONS CORP						190.00
		FDN INC COM						43.20
		FREDDIE MAC CORP COM						29,430.00
		FERRELLGAS PARTNERS L P UNIT						20,900.00
		FIDELITY INC FD GINNIE MAE						50,184.84
		FINANCIAL CONTENT INC COM						0.02
		FINISAR CORP COM						2,542.50
		FIRST AMERN SCIENTIFIC COM						28,710.00
		FISCHER IMAGING CORP						2,408.00
		1ST MIRACLE GROUP INC COM						0.01
		FIRST YEARS INC						2,176.00
		FLEET BOSTON FINL CORP COM						3,650.00
		FLEXTRONICS INTERNATIONAL LTD						4,798.00
		FONAR CORP						11,900.00
		FONIX CORP DEL COM						1,922.33
		FORD MTR CO DEL COM PAR $0.01						3,458.40
		FOREST LABS INC CL A COM						16,390.00
		FREEMARKETS INC COM						838.95
		FUEL CELL ENERGY INC COM						7,709.50
		GADZOOX NETWORKS INC COM						70.00
		GAP INC COM						501.84
		GENENTECH INC						2,712.50
		GENERAL AMERN INVS INC						3,347.00
		GENERAL ELEC CO COM						588,553.16
		GENERAL MLS INC COM						3,640.70
		GENERAL MTRS CORP COM						61,722.00
		GENERAL MTRS CORP CL H NEW						32,445.00
		GENOME THERAPEUTICS CORP						8,172.00
		GENSET SA SPONSORED ADR						170.88
		GENTNER COMMUNICATIONS CORP						3,336.00
		GENUITY INC CL A						110,600.00
		GENZYME CORP MOLECULAR						6,400.00
		GERBER SCIENTIFIC INC COM						1,860.00
		GERON CORP						16,225.50
		GILEAD SCIENCES INC COM						26,288.00
		GILLETTE CO COM						11,289.20
		GLAXOSMITHKLINE PLC SPONSORED						11,309.14
		GLOBAL CROSSING LTD						7,730.52
		GLOBAL TECHNOVATIONS INC COM						420.00
		GLOBIX CORP-COM						73.50

S-5

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		GOLDMAN SACHS GROUP INC COM						9,275.00
		GOODYEAR TIRE & RUBR CO COM						642.87
		GRANITE BRDCSTING CORP COM						6,180.00
		GRIC COMMUNICATIONS INC COM						145.92
		GUIDANT CORP COM						4,980.00
		HRPT PPTYS TR COM						21,650.00
		HANCOCK JOHN FINL SVCS INC COM						8,260.00
		HANDSPRING INC						10,110.00
		HARLEY DAVIDSON INC COM						7,603.40
		HARRIS ASSOC INVT TR OAKMARK						24,540.44
		HARMONIC INC COM						4,507.50
		HASBRO INC COM						3,246.00
		HASTINGS ENTMT INC COM						623.50
		HCA INC						11,562.00
		HEADWATERS INC COM						11,460.00
		HEALTHCARE NTWK SOLUTIONS COM						0.01
		HEALTH CARE PPTY INVS INC COM						43,452.00
		HEALTHSOUTH CORP COM						1,482.00
		HEARME COM						1.00
		HEMISPHERX BIOPHARMA INC						180.00
		HERSHEY FOODS CORP						20,310.00
		HEWLETT PACKARD CO COM						4,518.80
		HILTON HOTELS CORP COM						469.56
		HOLLYWOOD ENTMT CORP COM						485.86
		HOME DEPOT INC COM						141,348.71
		HONEYWELL INTL INC COM						1,691.00
		HOVNANIAN ENTERPRISES INC CL A						6,809.60
		HUMAN GENOME SCIENCES INC COM						2,697.60
		HUMANA INC COM						11,790.00
		I SECTOR CORP COM						672.00
		IANETT INTL SYS LTD COM						232.77
		IBEAM BROADCASTING CORP COM						2.50
		IBM CORP COM						189,417.19
		ICOS CORP						5,744.00
		IDENTIX INC						6,521.73
		IMAGING DIAGNOSTIC SYS INC COM						2,127.84
		IMAGING TECHNOLOGIES CORP COM						40.50
		IMATRON INC						5,020.22
		IMMUNEX CORP NEW						14,409.20
		IMMUNOMEDICS INC						3,039.00
		IMPCO TECHNOLOGIES INC COM						12,690.00
		INCYTE GENOMICS INC COM						7,776.00
		INFOSPACE INC COM						9,370.55
		INKTOMI CORP COM						1,268.19
		INNODATA CORP COM						594.00
		INTEL CORP CALIF COM						319,922.80
		INTELLICORP						27.00
		INTERNATIONAL GAME TECHNOLOGY						6,830.00
		INTERNATIONAL RECTIFIER CORP						3,488.00
		INTERNATIONAL SPEEDWAY CORP CL						1,173.00
		INTERNET CAP GROUP INC COM						1,754.50
		INTERNET SOLUTIONS FOR BUSINES						2.50
		INTERNEURON PHARMACEUTICALS						2,051.65
		INTUIT COM						8,556.00
		INTUITIVE SURGICAL INC COM						2,006.00
		IPET HLDGS INC COM						111.00
		IRIDIUM WORLD COMM INC COM						107.52
		ISCO INTERNATIONAL INC COM						715.20
		ISIS PHARMACEUTICALS						221.90
		ISONICS CORP COM						216.00
		ITRON INC						6,060.00
		IVAX CORP						8,811.25

S-6

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		IVILLAGE INC COM						1,140.00
		IVOICE COM INC COM						10.23
		I2 TECHNOLOGIES INC						6,106.70
		J P MORGAN CHASE & CO COM						48,127.40
		JACOBSON RESONANCE ENTERPRISES						7,278.42
		JDS UNIPHASE CORP COM						136,892.28
		JNI CORP COM						831.00
		JOHNSON & JOHNSON COM						58,736.59
		JUNIPER NETWORKS INC COM						14,686.25
		JUNUM INC COM						1.00
		KANAKARIS WIRELESS						3.00
		KANA SOFTWARE INC						5,603.94
		KANA SOFTWARE INC COM						3,308.20
		KEANE INC COM						1,730.88
		KELLYS COFFEE GROUP INC COM						2,100.00
		KEMET CORP COM						1,775.00
		KERAVISION INC						10.79
		KEY ENERGY SERVICES INC COM						73,600.00
		KIDSTOYSPLUS.COM INC COM						175.00
		KIMBERLY CLARK CORP COM						6,996.60
		KNIGHT TRADING GROUP INC COM						72,456.50
		KOPIN CORP						29,750.00
		KOREA THRUNET CO LTD CL A						249.20
		KPNQWEST B V NY REGISTRY SH						879.45
		KRISPY KREME DOUGHNUTS INC.COM						23,470.20
		KROGER CO COM						7,304.50
		KROLL INC COM						3,020.00
		LSI INDS INC						5,481.00
		LSI LOGIC CORP COM						6,312.00
		L-3 COMMUNICATIONS HLDGS INC						1,800.00
		LA QUINTA PPTYS INC PAIRED CTF						17,220.00
		LAS VEGAS ENTMT NTWK NEW COM						2,969.00
		LATTICE SEMICONDUCTOR CORP COM						2,057.00
		LERNOUT & HAUSPIE SPEECH						0.30
		LIBERTY ALL STAR EQ SH BEN INT						11,090.00
		LIBERTY MEDIA CORP NEW COM SER						4,788.00
		LIBERTY SATELLITE & TECHNOLOGY						70.50
		LIFE PT INC COM						4,650.00
		LILLY ELI & CO COM						5,497.80
		LINCOLN NATL CORP IND COM						2,379.93
		LIONBRIDGE TECHNOLOGIES INC						266.15
		LOCH HARRIS INC COM NEW						214.83
		LOEWS CINEPLEX ENTMT CORP						210.00
		LORAL SPACE & COMMUNICATIONS						2,093.00
		LOUDEYE TECHNOLOGIES INC COM						73.10
		LOWES COS INC COM						9,282.00
		LUCENT TECHNOLOGIES INC COM						141,120.28
		LYNX THERAPEUTICS INC COM NEW						806.00
		M & T BK CORP COM						8,013.50
		MACK CALI RLTY CORP COM						15,510.00
		MAIL-WELL INC DEL						2,050.00
		MARCHFIRST INC COM						0.10
		MARCONI PLC SPONSORED ADR						2,082.60
		MARKETWATCH COM INC						5,073.18
		MARTHA STEWART LIVING						164.50
		MATRITECH INC COM						3,112.86
		MATTEL INC COM						3,440.00
		MBNA CORP COM						8,729.60
		STEVE MADDEN LTD						4,783.80
		MCDATA CORP CL A						17,297.00
		MCDATA CORP CL B						803.52
		MDU RESOURCES GROUP INC						2,815.00

S-7

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		MEDIA 100 INC COM						745.00
		MEDIMMUNE INC COM						6,442.65
		MEDTRONIC INC COM						7,630.29
		MELLON FINL CORP COM						2,181.96
		MERCK & CO INC COM						21,613.29
		MERCURY INTERACTIVE CORP						2,378.60
		MERRILL LYNCH & CO INC						69,840.80
		METLIFE INC COM						1,584.00
		METROMEDIA FIBER NETWORK CL A						2,498.76
		MICREL INC						1,311.50
		MICROCHIP TECHNOLOGY INC COM						8,212.88
		MICROSOFT CORP COM						987,655.00
		MICROSTRATEGY INC CL A						3,927.00
		MICROVISION INC WASH COM						11,392.00
		MILLENNIUM PHARMACEUTICALS INC						5,514.75
		MINNESOTA MNG & MFG CO COM						4,373.77
		MIRACLE ENTERTAINMENT INC COM						2.83
		MOMENTUM BUSINESS APPLICATIONS						636.80
		MONACO COACH CORP COM						16,402.50
		MOORE LTD						4,750.00
		MOTOROLA INC COM						77,398.06
		MPHASE TECHNOLOGIES INC COM						249.44
		MULTEX SYS INC COM						562.50
		MYRIAD GENETICS INC						5,790.40
		MRV COMMUNICATIONS						848.00
		MYTURN COM COM						0.03
		MTR GAMING GROUP INC COM						3,200.00
		NABORS INDS INC COM						1,476.19
		NATIONAL SCIENTIFIC CORP COM						2,200.00
		NATIONAL SEMICONDUCTOR CORP						11,238.35
		NATIONWIDE HEALTH PPTYS INC						37,380.00
		NAVARRE CORP						545.00
		NCR CORP NEW						5,270.98
		NCT GROUP INC COM						85.00
		NEORX CORP COM PAR $0.02						2,596.50
		NESS ENERGY INTL INC COM						2,240.00
		NETBANK INC COM						3,772.80
		NETMANAGE INC COM						3,060.00
		NETWORK ACCESS SOLUTIONS CORP						10.73
		NETWORK APPLIANCE INC COM						56,293.38
		NETWORK PLUS CORP COM						232.00
		NET2PHONE INC COM						2,700.00
		NEW AMER HIGH INCOME FD INC						4,488.00
		NEW FOCUS INC COM						762.00
		NEW VISUAL CORP COM						23.50
		NEWELL RUBBERMAID INC						1,047.66
		NEXMED INC COM						1,700.00
		NEXELL THERAPEUTICS						1,579.04
		NEXTEL COMMUNICATIONS INC CL A						2,433.12
		NIKE INC CL B COM						618.64
		NIPPON TELEG & TEL CORP ADR						1,620.00
		NOKIA CORP SPON ADR COM						234,825.69
		NORDSTROM INC WASH COM						4,046.00
		NORSTAR GROUP INC COM NEW						80.00
		NORTEL NETWORKS CORP NEW COM						26,766.48
		NOVARTIS AG SPON ADR						6,022.50
		NOVELL INC						11,236.32
		NU HORIZONS ELECTRS CORP						1,542.00
		NUANCE COMMUNICATIONS						1,365.00
		NUMEREX CORP N Y COM						1,500.00
		NUTRITION 21 INC						1,384.50
		N2H2 COM						1,900.00

S-8

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		NVR INC						6,120.00
		OCEAN ENERGY INC TEX COM						9,600.00
		OFFICIAL PMTS CORP COM						516.00
		OMNISKY CORP COM						52.23
		ONEIDA FINL CORP COM						2,210.00
		ON2 TECHNOLOGIES INC COM						68.00
		OPENTV CORP CL A						3,870.36
		OPENWAVE SYS INC						6,901.95
		ORACLE CORPORATION COM						187,885.05
		OTTER TAIL CORP						1,457.00
		OXIS INTL INC COM NEW						130.00
		PG&E CORP						7,696.00
		P COM INC COM						66.00
		PF CHANGS CHINA BISTRO INC COM						23,650.00
		PACE HEALTH MANAGEMENT SYSTEM						360.00
		PACIFIC AEROSPACE&ELECTRONICS						45.00
		PACIFIC CNTRY CYBERWORKS LTD						13,728.00
		PACIFIC WEBWORKS INC COM						13.30
		PALM INC COM						17,374.64
		PANAMERICAN BANCORP COM						8.10
		PARAMETRIC TECHNOLOGY CORP COM						781.00
		PARK PL ENTMT CORP COM						7,336.00
		PARTY CITY CORP						751.00
		PATHFINDER BANCORP INC COM						39,750.00
		PATRIOT SCIENTIFIC CORP						130.00
		PATTERSON UTI ENERGY INC COM						4,662.00
		PAXAR CORP						1,420.00
		PAYCHEX INC COM						43,841.30
		PEOPLESOFT INC COM						52,260.00
		PEPSI BOTTLING GROUP INC COM						1,410.00
		PEREGRINE PHARMACEUTICALS INC						100,077.11
		PEREGRINE SYS INC COM						5,709.55
		PERLE SYS LTD						44.00
		PFIZER INC COM STK USD0.05						195,449.90
		PHARMACIA CORP COM						30,281.50
		PHILIP MORRIS COS INC COM						11,462.50
		PHOENIX GRP CORP COM						15.00
		PHOTON DYNAMICS INC COM						9,814.75
		PIER 1 IMPORTS INC COM						5,566.14
		PIXTECH INC						400.00
		PLUG PWR INC COM						874.00
		PMC SIERRA INC						10,502.44
		PLUM CREEK TIMBER COM CORP						56,700.00
		POLAROID CORP COM						24.00
		POWER-ONE INC COM						1,041.00
		PRANDIUM INC COM						10.50
		PRICELINE COM INC COM						2,112.66
		PRIMUS TELECOMMUNICATIONS						130.00
		PRINCETON VIDEO IMAGE INC COM						11,346.42
		PRO NET LINK CORP						8.00
		PROCTER & GAMBLE CO COM						7,913.00
		PROXIM INC COM						634.88
		PSINET INC						24.12
		PUGET ENERGY INC NEW COM						6,567.00
		PUMATECH INC						1,702.80
		PURCHASEPRO COM INC COM						387.20
		PURE H2O BIO TECHNOLOGIES INC						37.50
		QIAO XING UNIVERSAL TELE INC						508.00
		QLOGIC CORP COM						10,548.87
		QUALCOMM INC						224,674.50
		QUANTA SVCS INC COM						16,973.00
		QWEST COMMUNICATIONS INTL INC						19,273.32

S-9

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		QXL RICARDO PLC SPONS ADR						328.00
		RADIANT SYS INC COM						1,725.00
		RADIO ONE INC CL A						1,847.00
		RADIO UNICA COMMNS CORP COM						2,100.00
		RAMBUS INC DEL COM						17,937.55
		RAMTRON INTL CORP COM NEW						1,616.40
		RAYTHEON CO COM NEW						1,623.50
		RAZORFISH INC CL A COM						506.44
		RCN CORP COM						293.00
		REAL NETWORKS INC COM						9,444.60
		RED HAT INC COM						3,024.60
		REDBACK NETWORKS INC COM						4,025.05
		REGENCY CTRS CORP COM						34,687.50
		RELIANCE GROUP HLDGS INC COM						59.89
		RELIANT RES INC COM						2,889.25
		REPLIGEN CORP						23,933.70
		RESEARCH FRONTIERS INC						12,570.00
		RF MICRO DEVICES INC COM						23,076.00
		RITE AID CORP COM						23,048.30
		RIVERSTONE NETWORKS INC COM						116.20
		ROBOTIC VISION SYS INC						224.00
		ROCKY MTN CHOCOLATE FACTORY INC						2,850.00
		ROGUE WAVE SOFTWARE INC COM						8,608.00
		RSL COMMUNCIATIONS LTD CL A						1.20
		SAFEGUARD SCIENTIFICS INC						2,275.00
		SANCHEZ COMPUTER ASSOCS INC						5,130.00
		SANDISK CORP						720.00
		SANMINA-SCI CORP						3,980.00
		SAVE THE WORLD AIR INC COM						2,551.02
		SBC COMMUNICATIONS INC COM						5,705.46
		SCHAWK INC CL A						13,200.00
		SCHERING PLOUGH CORP COM						4,476.25
		SCHWAB CHARLES CORP NEW COM						13,072.15
		SCIENTIFIC ATLANTA INC						44,289.00
		SEARS ROEBUCK & CO COM						1,762.68
		SECTOR SPDR TR SBI FINL						13,150.00
		SEITEL INC NEW						340.00
		SHEFFIELD PHARMACEUTICALS INC						938.00
		SIDEWARE SYS INC COM						370.00
		SIEBEL SYS INC						6,435.40
		SILICON GRAPHICS INC COM						94,500.00
		SILICON IMAGE INC COM						496.32
		SILICON STORAGE TECHNOLOGYINC						7,230.00
		SIRIUS SATELLITE RADIO INC COM						2,326.00
		SMITH MICRO SOFTWARE INC						210.00
		SOLECTRON CORP						5,876.88
		724 SOLUTIONS INC COM						2,639.58
		SOLOMON ALLIANCE GROUP INC COM						130.00
		SONY CORP AMERN SH NEW ADR						1,443.20
		SOURCE MEDIA INC COM NEW						0.26
		SOUTH ATLANTIC RES LTD COM						1,877.74
		SOUTHWEST AIRLS CO COM						9,240.00
		SOVEREIGN BANCORP INC COM						12,240.00
		SPATIALIZER AUDIO LABS INC						460.00
		SPECTRUM OIL CORP COM PAR						0.25
		SPEECHWORKS INTL INC COM						360.00
		SPEEDWAY MOTORSPORTS INC COM						2,072.96
		SPORTSLINE.COM INC COM						732.92
		STARBASE CORP						136.00
		ST MARY LD & EXPL CO						3,729.44
		STARUNI CORP COM						1,288.00
		STARWOOD HOTELS & RESORTS						179.10

S-10

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		STEMCELLS INC COM						2,443.00
		STMICROELECTRONICS N V SHS N Y						1,425.15
		STORAGE NETWORKS INC OC COM						1,081.50
		STRATEGIC DISTR INC COM NEW						1,220.00
		STRUTHERS INC COM NEW						16.00
		SUN MICROSYSTEMS INC COM						174,475.50
		SUNRISE TECHNOLOGIES INTL INC						600.00
		SUPERCONDUCTOR TECHNOLOGIES						325.00
		SYBASE INC COM						1,213.52
		SYCAMORE NETWORKS INC COM						1,072.00
		SYMBOL TECHNOLOGIES INC COM						1,985.00
		SYNOPSYS INC COM						1,772.10
		SYNTROLEUM CORP COM						4,260.00
		SYSCO CORP COM						5,244.00
		TARANTELLA INC COM						58.00
		TARGET CORP COM						7,183.75
		TARGETED GENETICS CORP						1,084.00
		TCSI CORP						342.00
		TECH DATA CORP COM						21,640.00
		TECHNITROL INC						14,030.96
		TEGAL CORP COM						234.50
		TEKELEC COM						1,811.00
		TELEHUBLINK CORP COM						48.00
		TELESERVICES INTERNET GRP INC						32.50
		TELESTRA LTD SPONS ADR FIN INSTMNT						1,395.00
		TELIGENT INC CL A						1.20
		TELLABS INC COM						4,488.00
		TENET HEALTHCARE CORP COM						29,360.00
		TENKE MNG CORP COM NEW						1,292.54
		TERRA NETWORKS SA SPONS ADR						661.08
		TESORO PETE CORP						3,933.00
		TEVA PHARMACEUTICAL INDS ADR						9,244.50
		TEXAS INSTRS INC COM						33,488.00
		THERAGENICS CORP						986.00
		TIMBERLAND BANCORP INC COM						46,500.00
		TIME WARNER TELECOM INC CL A						2,565.05
		TIVO INC COM						1,139.70
		TOLLGRADE COMMUNICATION INC						6,670.00
		TOPPS INC						2,308.50
		TOTAL ENTMT INC COM						32.50
		TRANSMETA CORP DEL COM						313.73
		TRNASOCEAN DEDCO FOREX INC COM						5,073.00
		TRANSWITCH CORP						1,125.00
		TRIBUNE CO NEW COM						561.45
		TRIMERIS INC COM						13,491.00
		TRIPATH IMAGING INC COM						7,530.00
		TRIQUINT SEMICONDUCTOR INC COM						5,762.20
		TTI TEAM TELECOM INTL LTD						15,012.00
		TURNSTONE SYS INC COM						238.20
		II-VI INC						1,412.86
		TWINLAB CORP COM						135.00
		TYCO INTL LTD NEW COM						123,847.91
		U S INTERACTIVE INC COM						0.28
		UNAPIX ENTMT INC						3.90
		UNIGENE LABS INC						78.00
		UNION PAC CORP COM						662.80
		UNITED ENERGY CORP NEV COM NEW						2,975.00
		UNITED ONLINE INC COM						197.40
		UNITED HEALTH GROUP INC COM						16,984.80
		UNITED PARCEL SVC INC CL B						16,295.50
		UNIVERSAL HLTH RLTY SH BEN INT						70,500.00
		UNIVISION COMMUNICATIONS INC						15,293.88

S-11

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		UROMED CORP COM NEW						78.00
		US AIRWAYS GROUP INC COM						6,340.00
		US ONCOLOGY INC COM						377.00
		USA TALK COM INC COM						50.00
		USA VIDEO INTERACTIVE CORP NEW						1,150.00
		USABANCSHARES.COM INC COM						17.68
		VALUEVISION INTL INC CL A						2,938.50
		VARI-L INC						2,400.00
		VARIAGENICS INC COM						9,240.00
		VARIAN INC COM						12,976.00
		VASOMEDICAL INC						11,100.00
		VENCOR INC NEW						24.17
		VENTRO CORP COM						59.67
		VERIDIEN CORP						255.00
		VERISIGN INC COM						9,015.48
		VERITAS SOFTWARE CO COM						23,087.50
		VERIZON COMMUNICATIONS COM						14,949.90
		VERSANT CORPORATION COM						2,030.00
		VERSO TECHNOLOGIES INC COM						1,300.00
		VERTEL CORP COM						402.00
		VERTEX PHARMACEUTICALS INC COM						3,049.16
		VERTICAL COMPUTER SYS INC COM						66.13
		VERTICALNET INC OC-COM						138.60
		VIA NET WKS INC COM						51.50
*		VIACOM INC CLASS A COMMOM STOCK						410,264.64
*		VIACOM INC CLASS A COMMON STOCK—NONPARTICIPANT-DIRECTED				3,623,434.87		10,621,835.61
*		VIACOM INC CLASS B COMMOM STOCK						289,733,944.26
*		VIACOM INC CLASS B COMMON STOCK—NONPARTICIPANT-DIRECTED				86,830,725.67		155,729,368.22
		VIATEL INC						5.70
		VICAL INC COM						1,224.00
		VICOR CORP COM						243.00
		VIGNETTE CORP COM						993.45
		VIISAGE TECHNOLOGY INC COM						30,256.00
		VIRTUAL SELLARS COM INC						180.00
		VISHAY INTERTECHNOLOGY INC						31,200.00
		VISIONICS CORP DEL COM						4,329.00
		VISTEON CORP COM						30.08
		VISX INC DEL						331.25
		VITESSE SEMICONDUCTOR CORP COM						1,864.50
		VODAFONE GRP PLC NEW SPONS ADR						1,052.88
		VSOURCE INC COM						3,808.00
		WACHOVIA CORP 2ND NEW COM						3,136.00
		WAL MART STORES INC COM						55,765.95
		WALGREEN CO						67,656.60
		WARWICK CMNTY BANCORP INC COM						4,182.00
		WASHINGTON MUTUAL INC COM						7,357.50
		WAYNE SVGS BANCSHARES INC COM						48,900.00
		WEBMD CORP						7,060.00
		WELLS FARGO & CO NEW COM						13,041.00
		WESTERN DIGITAL CORP DEL COM						4,389.00
		WHATSFORFREE TECHNOLOGIES INC						3.00
		WICHITA DEV CORP COM						1.30
		WILLAMETTE INDS INC						10,424.00
		WILLIAMS COMMUNICATIONS GROUP						705.00
		WILLIAMS COS INC COM						2,552.00
		WILLIS GROUP HOLDINGS LTD SHS						2,355.00
		WINFIELD CAP CORP COM						143.75
		WINK COMMUNICATIONS INC COM						310.40
		WMS INDS INC COM						3,340.00
		WORLD GAMING PLC SPONSORED ADR						186.20

S-12

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
CORPORATE STOCK-COMMON (Continued)
		WORLD WRESTLING FEDN ENTMT INC						1,315.00
		WORLDCOM INC-MCI GROUP COM						2,692.40
		WORLDCOM INC-WORLDCOM GROUP						71,202.56
		WORLDS.COM INC COM						23.99
		WORLDWIDE XCEED GROUP INC						0.90
		XCELERA INC COM						14,870.70
		XEROX CORP COM						77,035.06
		XILINX INC COM						12,886.50
		XO COMMUNICATIONS INC CL A						264.00
		XOMA LTD COM						2,364.00
		XYBERNAUT CORP COM						1,118.60
		YAHOO INC						54,426.32
		ZIMMER HLDGS INC COM						152.70
		2THEMART COM INC COM						7.50
		21ST CENTY TECHNOLOGIES INC						145.00
		3DFX INTERACTIVE INC COM						19,690.03
		3COM CORP COM						7,592.20
		SPAIN FD INC COM						7,729.56
TOTAL CORPORATE STOCK-COMMON								469,710,275.83
REGISTERED INVESTMENT COMPANIES
		BARCLAYS GLOBAL INVESTORS S&P 500 INDEX FUND						453,259,478.56
		VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND						9,041,634.30
		VANGUARD LIFESTRATEGY GROWTH FUND						17,262,874.03
		DFA U.S. SMALL CAP FUND						35,426,583.00
		VANGUARD LIFESTRATEGY MODERATE GROWTH FUND						77,403,239.51
*		MELLON BANK EB AGGREGATE BOND INDEX FUND						28,421,261.83
*		MELLON CAPITAL TACTICAL ASSET ALLOCATION FUND						174,909.38
		THE BOSTON COMPANY LARGE CAP VALUE FUND						54,096,777.24
		FIDELITY MID CAP STOCK FUND						6,579,417.67
		MFS NEW DISCOVERY FUND						3,309,542.26
		CAPITAL GUARDIAN INTL EQUITY FUND						37,027,265.82
		CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND						795,868.52
		FIDELITY SELECT TECHNOLOGY FUND						6,351,427.95
		VANGUARD CALVERT SOCIAL INDEX FUND						211,813.35
		AIM GROWTH SER AMER VAL FD CL A						1,074.78
		AIM EQUITY FDS INC CONSTELLA						1,775.87
		ALLIANCE GROWTH & INCOME FD						20,673.29
		ALLIANCE UTIL INCOME FD CL A						49,393.56
		ALLIANCE PREMIER GROWTH						24,592.06
		AMERICAN CENTY CAP PORT SMALL CAP FUND						64,713.17
		AMERICAN CENTY CAP PORTFOLIOS						52,764.15
		AMERICAN CENTY MUT FDS ULTRA						53,702.34
		BARON ASSET FUND SH BEN INT						158,188.24
		DAVIS N Y VENTURE FD INC CL A						47,190.91
		DEBT STRATEGIES FD INC NEW COM						19,470.00
		DODGE & COX STK FD COM						2,610.35
*		DREYFUS A BONDS PLUS INC						540.93
*		DREYFUS GROWTH & VALUE FDS INC						21,529.41
*		DREYFUS INTL FDS EMERG MKTS FD						1,030.53
*		DREYFUS MIDCAP VALUE FD						25,836.26
*		DREYFUS NEW LEADERS FUND INC						5,491.16
*		DREYFUS TECHNOLOGY GROWTH FD						121,446.05
*		DREYFUS 100% US TREAS MM FD						144,576.49
*		DREYFUS/LAUREL DISC STK FD R						3,074.75
*		DREYFUS/LAUREL PREM MIDCAP A						19,507.36
*		DREYFUS S&P MIDCAP INDEX						30,061.80
		EVERGREEN FDS CAP GROWTH FD CL						10,569.67

S-13

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
REGISTERED INVESTMENT COMPANIES (Continued)
		FEDERATED EQUITY KAUFMANN FD						59,572.80
		FIDELITY ADVISOR SER VII TECH						1,369.45
		FIDELITY COMWLTH TR LARGE CAP						5,559.59
		FIDELITY EQUITY INCOME FD SH						991.40
		FIDELITY FIXED INCOME TR INVT GRADE BD FD						50,273.97
		FIDELITY HASTINGS STR TR GROW&						3,069.43
		FIDELITY INVT TR NORDIC FD						17,546.42
		FIDELITY LOW PRICEDSTK FD						25,606.91
		FIDELITY SECS FD BLUE CHIP						13,701.34
		FIDELITY SECS FD DIVIDEND						61,079.31
		FIDELITY SECS FD GROWTH &						32,659.13
		FIDELITY SECS FD OTC PORTFOLIO						5,812.68
		FIDELITY SELECT PORTFOLIOS BIOTEC						18,617.09
		FIDELITY SELECT PORTFOLIOS BROKERAGE & INVEST						3.78
		FIDELITY SELECT PORTFOLIOS COMPUTER PORT						13,130.43
		FIDELITY SELECT PORTFOLIOS HEALTH CARE						8,650.24
		FIDELITY SELECT PORTFOLIOS TELECOMMUNICATIONS						5,659.19
		FIDELITY SELECT PORTFOLIOS SOFTWARE & COMPUTERS						4,499.25
		FIDELITY SELECT PORTFOLIOS UTILS						3,553.10
		FIDELITY MT VERNON STR TR						11,544.43
		FIDELITY SELECT PORT TECH						38,846.90
		FIDELITY SELECT PORT DEVELOP COMMNT						11,845.61
		FIDELITY SELECT PORT DEFENSE & AER						1,108.23
		FIDELITY SELECT PORTFOLIOS ELE						21,885.34
		FIDELITY UN STR TR EXPORT CO						3,363.39
		FIDELITY MT VERNON						22,792.90
		FIRSTHAND FDS TECHNOLOGY LEADER						12,177.77
		FIRSTHAND FDS TECHNOLOGY VALUE						26,913.98
		FRANKLIN HIGH INCOME TR AGE						23,768.37
		FRANKLIN REAL ESTATE SECS TR SBI ADV.						16,707.07
		FRANKLIN REAL ESTATE SECS TR SH BEN						8,075.38
		FRANKLIN STRATEGIC SER BIOTEC DISCOVERY FD						15,134.45
		FREMONT MUT FDS INC BD FD						8,747.37
		GROWTH FD AMER INC BD FD						1,422.34
		GROWTH FD AMER INC CLB B SHS						40,176.56
		H & Q LIFE SCIENCES INVESTORS						19,242.50
		HARRIS ASSOC INVT TR OAKMARK BALANCED FD						1,032.29
		HARRIS ASSOC INVT TR OAKMARK SELECT FD						70,502.13
		INVESCO SECTOR FDS INC						2,840.59
		INVESCO SECTOR STK & BD FDS INC BALANCED FD						3,568.05
		INVESTMENT CO AMER COM						21,185.89
		ISHARES MSCI SINGAPORE INDEX FD						1,521.00
		JANUS INVT FD BALANCED FD						4,491.58
		JANUS INVT FD ENTERPRISE FD						22,961.98
		JANUS INVT FD GLOBAL LIFE						71,713.47
		JANUS INVT FD GLOBAL TECH FD						54,143.13
		JANUS INVT FD GROWTH & INCOME						6,172.05
		JANUS INVT FD HIGH YIELD FD						8,532.07
		JANUS INVT FD MERCURY FD						64,731.25
		JANUS INVT FD OLYMPUS FD						51,648.99
		JANUS INVT FD SH BEN INT						78,105.39
		JANUS INVT FD SPL SITUATIONS						2,908.73
		JANUS INVT FD TWENTY FD						103,127.64
		JANUS INVT FD WORLDWIDE FD						81,401.81
		LORD ABBETT MID CAP VALUE FD						83,890.00
		LORD ABBETT AFFILIATE CAP FD						24,390.88
		MFS VALUE FUND						29,188.84
		MERIDIAN FDS INC VALUE FD						55,904.40
		MUNDER FDS INC FUTURE TECHN						1,201.13
		MUNDER FDS INC NETNET FD CL A						28,931.24

S-14

---

Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
REGISTERED INVESTMENT COMPANIES (Continued)
		NASDAQ 100 TR UNIT SER 1						288,167.46
		NAVELLIER PERFORMANCE FDS						5,480.35
		NAVELLIER PERFORMANCE FDS MID						12,156.14
		NEUBERGER & BERMAN EQUITY FDS						14,819.17
		OPPENHEIMER CHAMPION INC FD A						21,313.18
		OPPENHEIMER DEVELOPING MKTS FD						24,477.29
		OPPENHEIMER GLOBAL GROWTH & INC						20,931.07
		OPPENHEIMER QUEST FOR VALUE FD SMALL CAP						23,854.53
		OPPENHEIMER QUEST FOR VALUE FD SMALL CAP						998.93
		PBHG FDS INC MED CAP VALUE FD						8,336.62
		PBHG FDS INC SELECT EQUITY FD						24,217.51
		PBHG FDS INC TECHNOLOGY						24,389.96
		PILGRIM MUT FDS LARGE CAP GROWTH						6,544.12
		PILGRIM MUT FDS INTL SMALL CAP						37,403.38
		PILGRIM MUT FDS WORLDWIDE GWTH						28,629.07
		PRICE T ROWE GROWTH STK FD INC						29,971.30
		PROFUNDS ULTRA OTC FD INVS CL						115,550.48
*		PUTNAM FD FOR GROWTH & INCOME						19,685.06
*		PUTNAM FDS TR NEW CENTURY						4,624.53
*		PUTNAM GLOBAL GRWOTH CLASS SHS						16,216.06
*		PUTNAM INTL GROWTH FD CL C						2,507.97
*		PUTNAM INVT FDS GROWTH OPPTYS						15,540.39
*		PUTNAM INVT FDS INTL VOYAGE FD						12,552.60
*		PUTNAM VISTA FD INC COM						15,595.60
		RCM EQUITY FDS INC DRESDNER						2,748.06
		RESERVE PRIVATE EQ SER SMALL						8,387.12
		ROWE T PRICE BLUE CHIP GROWTH						11,848.21
		ROWE T PRICE DIVID GROWTH FD						5,620.83
		ROWE T PRICE EQUITY INCOME FD						74,012.23
		ROWE T PRICE INTL FDS INC						9,001.88
		ROWE T PRICE MID CAP GROWTH FD						14,645.33
		ROWE T PRICE SCIENCE & TECH						5,692.67
		ROWE T PRICE SMALL-CAP VALUE						35,947.71
		ROWE & PRICE MID-CAP VALUE FD INC COM						54,753.73
		ROYCE FD OTC SER						2,562.41
		ROYCE FD OPPORTUNITY FD						2,270.54
		ROYCE FD PENNSYLVANIA MUTUAL						58,105.33
		RS INVT TR EMERGING GROWTH FD						59,345.87
		RYDEX SER TR BIOTECHNOLOGY FD						5,914.64
		RYDEX SER TR OTC FD						12,545.67
		SPDR TR UNIT SER 1 STANDARD & POORS						45,720.00
		SALOMON BROS HIGH INCOME FD II INC COM						21,580.00
		SCUDDER INTL FD INC GREATER						1,385.45
		SECTOR SPDR TR SBI BASIC INDS						8,568.00
		SECTOR SPDR TR SHS BEN INT CONSUMER STAPLES						12,700.00
		SECTOR SPDR TR SHS BEN INT ENERGY						10,680.00
		SECTOR SPDR TR SHS BEN INT TECHNOLOGY						12,000.00
		SELIGMAN COMMUNICATIONS & INFORMATION FD INC CL A SHS						34,131.49
		STREETTRACKS SER TR WILSHIRE REIT INDEX FD						105,150.48
		STRONG ASIA PAC FD INC COM						1,143.89
		TEMPLETON EMERGING MKTS INCOME FD INC COM						21,320.00
		VAN KAMPEN AMER CAP COMSTOCK FD CL B						30,502.52
		VAN KAMPEN EQ TRII						2,661.62
		VAN WAGONER FDS INC EMERGING						15,605.99
		VAN WAGONER FDS INC MICRO-CAP						24,593.18
		VAN WAGONER FDS INC POST VENTURE FD						6,091.94
		VANGUARD EXPLORER FD INC COM						22,618.54
		VANGUARD WORLD FD U S GROWTH						17,672.08
		VANGUARD/PRIMECAP FD INC COM						15,475.68
		VANGUARD BD INDEX FD INC COM						3,937.82
		VANGUARD/WINDSOR FD INC II						4,220.25

S-15

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Identity of issuer, borrower, lessor or similar party				Maturity and Interest Rates		Cost (a)		Market Value
REGISTERED INVESTMENT COMPANIES (Continued)
		WASATCH ADVISORS FDS INC GROWTH							43,636.86
		WASATCH ADVISORS FDS INC							47,549.47
		WASHINGTON MUT INVS FD INC COM							57,455.47
		WIRELESS FD SHS							2,525.00
		YACKMAN FD INC COM							54,537.56
		ZWEIG FD INC							42,581.45
TOTAL REGISTERED INVESTMENT COMPANIES									733,534,518.89
PARTNERSHIPS/JOINT VENTURE INTEREST
		EOTT ENERGY PARTNERS L P							30,100.00
TOTAL PARTNERSHIP/JOINT VENTURE INTEREST									30,100.00
OTHER INVESTMENTS
		ENERGY PWR SUS LTD COM							420.00
*		LOANS TO PARTICIPANTS		Various maturities and interest rates ranging from 6.0% to 12.5%					32,155,328.62
GRAND TOTAL								$	1,236,053,059.01

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(a)

Cost for nonparticipant-directed investments only

*

Identified as a party-in-interest to the Plan.

S-16

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Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-82422, 333-88613, 333-36440, 333-55346 and 33-59049) of Viacom Inc. of our report dated June 25, 2002, relating to the Financial Statements of the Viacom 401(k) Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

New York, New York
June 28, 2002

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