PARAMOUNT COMMUNICATIONS INC /DE/
NT 10-K/A, 1994-07-29
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                  (Check One):

        [  ] Form 10-K and Form 10-KSB  [  ] Form 20-F  [  ] Form 11-K
                 [ ] Form 10-Q and Form 10-QSB  [  ] Form N-SAR


For Period Ended:  

[X ] Transition Report on Form 10-K
[  ] Transition Report on Form 20-F
[  ] Transition Report on Form 11-K
[  ] Transition Report on Form 10-Q
[  ] Transition Report on Form N-SAR

For the Transition Period Ended:   March 31, 1994
.........................................................................

______________________________________________________________________________

Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.


______________________________________________________________________________

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:  ......................

                      Part III - Items 10, 11, 12 and 13
...............................................................................

<PAGE>

                                       2

______________________________________________________________________________

Part I--Registrant Information
______________________________________________________________________________

Full Name of Registrant:  Paramount Communications Inc.
Former Name if Applicable:

...............................................................................

Address of Principal Executive Office (Street and Number):

15 Columbus Circle

City, State and Zip Code

New York, New York  10023-7780
______________________________________________________________________________

Part II--Rules 12b-25(b) and (c)

______________________________________________________________________________

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed.  (Check box if appropriate)

[X]  (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
          filed on or before the fifteenth calendar day following the
          prescribed due date; or the subject quarterly report or transition
          report on Form 10-Q, or portion thereof will be filed on or before
          the fifth calendar day following the prescribed due date; and

[  ] (c)  The accountant's statement or other exhibit required by Rule 12b-
          25(c) has been attached if applicable.

<PAGE>

                                       3

______________________________________________________________________________

Part III--Narrative
______________________________________________________________________________

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-
F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
                                                (Attach Extra Sheets if Needed)

       On March 11, 1994, Viacom Inc. ("Viacom") completed its purchase of a
 majority of the outstanding common stock of the Registrant. On July 7, 1994, a
 wholly owned subsidiary of Viacom merged with and into the Registrant.
 Consequently, Viacom now owns 100% of the outstanding capital stock of the
 Registrant. As a result of such change of control and merger, the information
 necessary to compile Part III disclosure is not readily available without
 unreasonable effort. This Form 12b-25 is being filed pursuant to discussions
 with the Staff of the Commission.

_____________________________________________________________________________

Part IV--Other Information
______________________________________________________________________________

     (1) Name and telephone number of person to contact in regard to this
notification

     Larry Rubin              (212)  258-6000
       (Name)           (Area Code) (Telephone Number)

     (2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If the answer is
no, identify report(s).

                                        [X] Yes   [  ] No

     (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                        [  ] Yes   [X] No

     If so:  attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.  

<PAGE>


                                       4

                           PARAMOUNT COMMUNICATIONS INC.
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:   July 29, 1994                  By:   /s/  Philippe P. Dauman
                                             Executive Vice President


INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

______________________________________________________________________________

                                   ATTENTION
     Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

______________________________________________________________________________


















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