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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
                               (AMENDMENT NO. 26)
                      PURSUANT TO SECTION 14(D)(1) OF THE
                      SECURITIES EXCHANGE ACT OF 1934 AND
                                  SCHEDULE 13D
                               (AMENDMENT NO. 27)
                   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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                           Exhibit Index on Page


<PAGE>

     This Amendment No. 26 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 27 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 dated January 18, 1994, the Company's legal advisor
informed Purchaser that the Staff of the Securities and Exchange Commission
requested that it advise Purchaser and QVC of the Staff's position that a
tender offer must remain open for a minimum of ten business days after a
notice of a change in the back-end consideration of a two-tier tender offer is
first published, sent or given to security holders.  A copy of such letter is
filed as Exhibit (a)(62) 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 Exhibits:

         99(a)(62) Letter, dated January 18, 1994, from the Company's
                   legal advisor to Purchaser's legal advisor and
                   QVC's legal advisor.


<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 19, 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 19, 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
- -------                                                         ----------

99(a)(62) Letter, dated January 18, 1994, from the Company's
          legal advisor to Purchaser's legal advisor and
          QVC's legal advisor.














                           SIMPSON THACHER & BARTLETT
            (A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS)


(212) 455-2583

                                       January 18, 1994


Pamela S. Seymon
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York  10019

Creighton O'M. Condon
Shearman & Sterling
599 Lexington Avenue
New York, NY  10022-6069

Dear Pam and Creighton:

        In connection with conversations we have had with the Staff of the
Securities and Exchange Commission, we have been asked to inform each of QVC
and Viacom of the Staff's view that a tender offer must remain open for a
minimum of ten business days after notice of a change in the back-end
consideration of a two-tier tender offer is first published or sent or given
to security holders. See Exchange Act Release No. 23421 (July 11, 1986),
Fn. 70. A copy of the SEC's letter to me is enclosed.

                                       Very truly yours,

                                       /s/ John

                                       John G. Finley


<PAGE>




                                     UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549



                                                           January 15, 1994

Via Facsimile [(212) 455-2502] and U.S. Mail
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Stop 3-4

John Finley, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY  10017

Re:  Paramount Communications, Inc. (the "Company")
     Schedule 14D-9, as amended, (with respect to the tender
          offer by QVC Network)
     File No. 5-10760

Dear Mr. Finley:

     This will confirm your conversation
 yesterday with Lloyd Spencer of the
staff.

     In that conversation you requested guidance on the staff's position about
the minimum length of time an offer must remain open after a change in the
back-end consideration of a two-tier tender offer.  You were informed that it 
is the staff's position that an offer must remain open for a minimum of ten 
business days after notice of such change to the back-end consideration is 
first published or sent or given to security holders.  See Exchange Act 
Release No. 23421 (July 11, 1986), fn. 70.

     The staff assumes that such information will be provided to both QVC and
Viacom in the course of Paramount's administration of its bidding procedures.

     Any additional questions regarding the above issue may be addressed the
undersigned or to Lloyd Spencer at (202) 272-3097.

                                               Sincerely,

                                               /s/ Gregg W. Corso

                                               Gregg W. Corso
                                               Chief
                                               Office of Tender Offers