The paper is concerned with the problem of an infinite, isotropic Boltzmann viscoelastic plane containing a large number of randomly distributed, non-overlapping circular holes and perfectly bonded elastic inclusions. The holes and inclusions are of arbitrary size and the elastic properties of all of the inclusions can, in general, be different. The whole system is subjected to time-dependent stresses at infinity. The method of solution is based on a direct boundary integral approach for the problem of an infinite elastic plane containing multiple circular holes and elastic inclusions described by Crouch and Mogilevskaya , and a time-stepping strategy for general viscoelastic analysis described by Mesquita and Coda . Numerical examples are included to demonstrate the accuracy and efficiency of the method.