| 07:42am EDT 21-Jun-00 PaineWebber VIA CBS Viacom: Superbly Positioned -- Raising Target Price to $80
 
 KEY POINTS
 
 * Raising price target to $80 from $68 and increasing EBITDA numbers and
 multiples at Viacom based on superb fundamentals, strong ratings results for
 "Survivor" and the powerful box office performance of Shaft and MI-2.
 Confirmation of continued strength in advertising bodes well for Viacom's CBS
 television network, its radio properties and its cable network business.
 CBS, for example, is enjoying an increase of 16% in its upfront TV
 advertising rates and a shift to younger demographics resulting from the
 reality-based game programming can result in an estimated 25% increase in
 scatter market pricing at the network and improved operating results at CBS
 owned-and-operated stations.
 
 * Increased marketing spending and the rising importance of brand building for
 major consumer companies in an increasing dynamic marketplace should fuel
 estimated 24% free cash flow growth in 2001 before significant operating
 synergies or write-downs across Viacom's television, cable, radio and outdoor
 platforms. Current estimate total EBITDA before corporate of $5.2 billion in
 2000 goes to an estimated $6.3 billion in 2001.  Attributable EBITDA (net of
 minority ownerships in Infinity and excluding video) goes to $3.9 billion in
 2000 growing to $4.9 billion in 2001.
 
 * Proven ability to extend the MTV and Nickelodeon brands internationally
 should further enable the company to participate in the rapid expansion of
 international multi-channel television outlets in coming years.
 
 * A pristine balance sheet, and ongoing share repurchase program, should result
 in higher returns on equity as company seeks to shrink capital base against
 rapidly growing cash flow.  Current estimate for year-end net debt of $2.6
 billion is expected to move to the positive column with estimated $1.17
 billion in net cash by 2001.
 
 * A portfolio of Internet assets ranging from CBS Sportsline, to CBS
 Marketwatch and MTVi provides a place hold as the 'net develops into a mass
 medium.  MTVi's initial public offering is scheduled to debut on the Nasdaq
 exchange as soon as the IPO environment improves.
 
 * We reiterate our Buy rating on VIA & VIAB shares with a new 12-month price
 target of $80 (20% above current levels), derived from a sum-of-the-parts
 analysis;  increasing 2001 EBITDA estimate to $4.86 billion, an increase of
 24% from 2000 with cable networks (MTV), radio & outdoor, and entertainment
 divisions being the main drivers.
 
 Key Data                  Quarterly Earnings Per Share (fiscal year ends
 December)
 52-Wk Range       $71-39              1999A    2000E    Prev     2001E    Prev
 Eq.Mkt.Cap.(MM)   $9,334  1Q          $0.08   $0.11A
 Sh.Out.(MM)       137.5   2Q           0.08        E
 Float             32%     3Q           0.16        E
 Inst.Hldgs.       23.9%   4Q           0.19        E
 Av.Dly.Vol.(K)    242     Year        $0.58    $0.80
 Curr. Div./Yield  None/NA FC Cons.:      NA       NA                NA
 Sec.Grwth.Rate    NA      Revs.(MM):     NA       NA                NA
 12-mo. Tgt Price  $80.00  P/E:       117.0x    84.9x                NM
 12-mo. Ret. Pot'l 17.9%
 Convertible?      No
 
 INVESTMENT OPINION
 
 The closing of the merger between Viacom and CBS has created a media
 juggernaut, superbly positioned to post above-trendline cash flow growth for
 the next several years. Quite simply, with over 20% of the available
 advertising inventory in radio, outdoor, cable television and broadcasting, the
 new company can become a one-stop shop for advertisers looking to build and
 protect core brands.  As we believe most consumer companies will be compelled
 to increase marketing budgets in an increasingly complex and fast moving
 marketplace, the new Viacom is well positioned to benefit and to post
 accelerating cash flow growth for many years to come.
 
 Importantly, with the notable exception of the company's production units, each
 of the new Viacom's  business units has extraordinary operating leverage.
 Radio stations, television networks, and TV stations all have relatively fixed
 costs.  This means that as new revenues develop a disproportionate amount of
 cash drops to the bottom line.  When combined with the maturing of early stage
 international ventures and Internet activity, we estimate the new company can
 generate in excess of 18% free cash flow growth over the next five years.
 
 In production, the combination of King World, Spelling, Paramount and CBS's in
 house production unit is expected to mitigate the inherent volatility
 associated with creating television programs and films.  The sheer scale
 represented by the combination of the leading first run syndicator with a
 successful off network supplier can generate sufficient cash flow to fund
 production and continue to expand the studio's library; assuring Paramount a
 seat at the table as new distribution media like digital video disks and
 international television platforms continue to expand.
 
 The net result is that Viacom is well positioned to post accelerating,
 diversified cash flow as marketers increase spending and as new technology
 creates increased demand for American entertainment and television programming.
 A proven shareholder friendly management team, should be able to solve the
 inevitable integration issues that will arise between the Viacom and CBS
 cultures; and help individual operating units focus on driving, and where
 necessary, improving returns. Across the company, a strong balance sheet, and
 commitment to shrinking capital can result in even higher returns on equity.
 
 We reiterate our Buy rating on VIA/VIAB with a new price target of $80.
 
 RISKS
 
 Expanding multiples and downturn in the advertising market which we do not
 anticipate.
 
 Additional information available upon request.
 
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