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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
                               (AMENDMENT NO. 27)
                      PURSUANT TO SECTION 14(D)(1) OF THE
                      SECURITIES EXCHANGE ACT OF 1934 AND
                                  SCHEDULE 13D
                               (AMENDMENT NO. 28)
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         PARAMOUNT COMMUNICATIONS INC.
                           (Name of Subject Company)

                                  VIACOM INC.
                           NATIONAL AMUSEMENTS, INC.
                               SUMNER M. REDSTONE
                     BLOCKBUSTER ENTERTAINMENT CORPORATION
                                    (Bidder)

                         COMMON STOCK, $1.00 PAR VALUE
                         (Title of Class of Securities)

                                  699216 10 7
                     (CUSIP Number of Class of Securities)

                            PHILIPPE P. DAUMAN, ESQ.
                                  VIACOM INC.
                                 1515 BROADWAY
                            NEW YORK, NEW YORK 10036
                           TELEPHONE: (212) 258-6000
          (Name, Address and Telephone Number of Person Authorized to
            Receive Notices and Communications on Behalf of Bidder)

                                  COPIES TO:

                             STEPHEN R. VOLK, ESQ.
                              SHEARMAN & STERLING
                              599 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                              TEL.: (212) 848-4000

                              ROGER S. AARON, ESQ.
                             SKADDEN, ARPS, SLATE,
                                MEAGHER & FLOM
                               919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                              TEL.: (212) 735-3000

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<PAGE>

     This Amendment No. 27 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 28 to Schedule 13D (the
"Statement") relates to the offer by Viacom Inc., a Delaware
corporation ("Purchaser"), to purchase shares of Common Stock,
par value $1.00 per share (the "Shares"), of Paramount
Communications Inc., a Delaware corporation (the "Company"), at a
price of $107 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in Purchaser's
Offer to Purchase dated October 25, 1993 (the "Offer to
Purchase"), a copy of which was attached as Exhibit (a)(1) to
Amendment No. 1, filed with the Securities and Exchange
Commission (the "Commission") on October 26, 1993, to the Tender
Offer Statement on Schedule 14D-1 filed with the Commission on
October 25, 1993 (the "Schedule 14D-1"), as supplemented by
the Supplement thereto dated November 8, 1993 (the "First
Supplement"), the Second Supplement thereto dated January 7,
1994 (the "Second Supplement") and the Third Supplement thereto
dated January 18, 1994 (the "Third Supplement") and in the
related Letters of Transmittal.

     Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Offer to Purchase, the
First Supplement, the Second Supplement, the Third Supplement
and the Schedule 14D-1.

ITEM 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
         SUBJECT COMPANY.

         Item 3(b) is hereby amended and supplemented as follows:

     By letter to the Company dated January 19, 1994, Purchaser
expressly reserved all of its rights, claims and defenses with respect
to any and all amounts due under either the termination fee provisions
of the Merger Agreement between Purchaser and the Company (which was 
terminated by the Company on December 22, 1993) or the Stock Option 
Agreement between Purchaser and the Company.  To the extent necessary 
to reserve such rights, Purchaser stated that such letter should be 
treated as Purchaser's demand for payment of the termination fee pursuant 
to Section 8.05 of the Merger Agreement and as Purchaser's Put Notice 
pursuant to Section 3.03(a) of the Stock Option Agreement.  Purchaser 
further stated that, consistent with its prior representations, it will 
not seek to enforce the foregoing demand in a manner that would interfere 
with the on-going bidding process for the Company.  A copy of such letter 
is filed as Exhibit (a)(63) to the  Schedule 14D-1 and is incorporated 
herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

         Item 11 is hereby amended and supplemented to add
the following Exhibit:

         99(a)(63) Letter, dated January 19, 1994, from Purchaser to
                   the Company.


<PAGE>

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.


January 20, 1994

                                          VIACOM INC.

                                          By      /s/ PHILIPPE P. DAUMAN
                                             ...................................

                                                 Philippe P. Dauman
                                                 Senior Vice President, General
                                                   Counsel and Secretary


                                                          *
                                             ...................................

                                                 Sumner M. Redstone,
                                                 Individually


                                          NATIONAL AMUSEMENTS, INC.

                                          By              *
                                             ...................................

                                                 Sumner M. Redstone
                                                 Chairman, Chief Executive
                                                   Officer and President

*By      /s/ PHILIPPE P. DAUMAN
    ...................................

        Philippe P. Dauman
        Attorney-in-Fact under Powers
        of Attorney filed as Exhibit (a)(36)
        to the Schedule 14D-1




<PAGE>

SIGNATURE

     After due inquiry  and to the best  of my knowledge and belief,  I certify
that the information set forth in this Statement is true, complete and correct.


January 20, 1994

                                          BLOCKBUSTER ENTERTAINMENT CORPORATION

                                          By      /s/ STEVEN R. BERRARD
                                             ...................................

                                                 Steven R. Berrard
                                                 President and
                                                 Chief Operating Officer


<PAGE>

                        EXHIBIT INDEX

                                                                 PAGE IN
                                                                SEQUENTIAL
EXHIBIT                                                         NUMBERING
  NO.                                                             SYSTEM
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99(a)(63) Letter, dated January 19, 1994, from Purchaser to
          the Company.


















VIACOM


January 19, 1994


VIA MESSENGER
- -------------

Paramount Communications Inc.
15 Columbus Circle
New York, New York 10023

Attn:  Donald Oresman, Esq.
       Executive Vice President and General Counsel

       Re:  Termination Fee and Stock Option
            --------------------------------
Dear Donald:

       Reference is made to (i) Section 8.05 (the "Termination Fee") of the
Agreement and Plan of Merger, dated as of September 12, 1993, between Paramount
Communications Inc. ("Paramount") and Viacom Inc. ("Viacom"), as amended and
restated as of October 24, 1993 (the "Merger Agreement"), and (ii) the Stock
Option Agreement, dated as of September 12, 1993 between Paramount and Viacom,
as amended by Amendment No. 1 thereto, dated as of October 24, 1993 (the "Stock
Option Agreement").

       As you know, on December 22, 1993, Paramount's board (i) terminated the
Merger Agreement, (ii) entered into a merger agreement with QVC Network, Inc.
("QVC"), and (iii) determined to recommend to its shareholders QVC's proposal
to acquire Paramount.  In order to preserve all of its rights under the Stock
Option Agreement, and, in particular, Section 3.03(a) thereof, Viacom must, by
January 21, 1994, deliver a Put Notice (as defined in the Stock Option
Agreement) to cause Paramount to pay to Viacom the Cancellation Price (as
defined in the Stock Option Agreement).  As
 you also know, Viacom has
represented to the Court and the parties in the pending Delaware litigation
that, while it reserves all of its rights, Viacom will not seek to interpose
a claim for amounts due under either the Termination Fee provisions of the
Merger Agreement or the Stock Option Agreement in a manner that would interfere
with the on-going bidding process.

       In light of the foregoing, Viacom hereby expressly reserves all of its
rights, claims and defenses with respect to any and all amounts due under
either the Termination Fee provisions of the Merger Agreement or the Stock
Option Agreement, and, to the extent necessary to reserve such rights, this
letter should be treated as Viacom's demand for payment of the Termination Fee
pursuant to Section 8.05 of the Merger Agreement, and as Viacom's Put Notice
pursuant to Section 3.03(a) of the Stock Option Agreement.  However, consistent
with its prior representation, Viacom will not seek to enforce this demand in a
manner that would interfere with the on-going bidding process.


                                           Best regards,

                                           /s/ Philippe P. Dauman

                                           Philippe P. Dauman