SC 14D1/A

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		       SECURITIES AND EXCHANGE COMMISSION
			     WASHINGTON, D.C. 20549
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				 SCHEDULE 14D-1
			     TENDER OFFER STATEMENT
			       (AMENDMENT NO. 47)
		      PURSUANT TO SECTION 14(D)(1) OF THE
		      SECURITIES EXCHANGE ACT OF 1934 AND
				  SCHEDULE 13D
			       (AMENDMENT NO. 48)
		   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 1 of     Pages
			   Exhibit Index on Page



     This Amendment No. 47 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 48 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"), the Third Supplement thereto
dated January 18, 1994 (the "Third Supplement") and the Fourth
Supplement thereto dated February 1, 1994 (the "Fourth
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,
the Fourth Supplement and the Schedule 14D-1.

ITEM 10.  ADDITIONAL INFORMATION.

	  Item 10(f) is hereby amended and supplemented as follows:

          In a press release issued by Purchaser on March 2, 1994,
     Purchaser announced that based on a preliminary count of
     Shares validly tendered pursuant to the Offer and assuming
     the valid delivery of all Shares tendered pursuant to notices
     of guaranteed delivery, the pro-ration factor in respect of
     the Offer would be approximately 51.36%. A copy of the press
     release is filed as Exhibit (a)(103) 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)(103) Press Release issued by Purchaser on
		    March 2, 1994.


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.


March 4, 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





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.


March 4, 1994

					  BLOCKBUSTER ENTERTAINMENT CORPORATION

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

						 Steven R. Berrard
						 President and
						 Chief Operating Officer



			EXHIBIT INDEX

								     PAGE IN
								    SEQUENTIAL
EXHIBIT                                                              NUMBERING
  NO.                                                                 SYSTEM
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99(a)(103)  Press Release issued by Purchaser on March 2, 1994.

EX-99.(A)(103)

NEWS FROM VIACOM



	  VIACOM ANNOUNCES PRELIMINARY RESULTS OF PRO-RATION
                     IN PARAMOUNT TENDER OFFER


New York, New York, March 2, 1994 -- Viacom Inc. (ASE: VIA and VIAB) announced
today that, based on a preliminary count of shares validly tendered pursuant
to its tender offer for Paramount Communications Inc. (NYSE: PCI) and assuming
the valid delivery of all shares tendered pursuant to notices of guaranteed
delivery, the pro-ration factor in respect of the tender offer would be
approximately 51.36%.

Viacom anticipates announcing final pro-ration results by March 11, 1994 and
paying for shares accepted for payment on that date.

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Contact:        Viacom Inc.                     Edelman
		Hilary E. Condit                Elliot Sloane
		212/258-6346                    212/704-8126