EXHIBIT 99.1



                      CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                         PARAMOUNT COMMUNICATIONS INC.

                                      INTO

                           VIACOM INTERNATIONAL INC.

     VIACOM  INTERNATIONAL INC., a corporation  organized and existing under the
laws of the State of  Delaware  (hereinafter  this  "Corporation"),  DOES HEREBY
CERTIFY:

     FIRST:  That this Corporation owns all of the outstanding  shares of common
stock (the only outstanding class of stock) of Paramount  Communications Inc., a
corporation incorporated on the 18th day of April, 1967, pursuant to the General
Corporation Law of the State of Delaware.

     SECOND:  That this  Corporation,  by resolutions of its Board of Directors,
duly adopted on the 14th day of December, 1994, determined to effect a merger of
said  Paramount  Communications  Inc.  into  itself  (the  "Merger"),  and  this
Corporation shall be the surviving corporation.  A true copy of said resolutions
is annexed  hereto as  Exhibit A. Said  resolutions  have not been  modified  or
rescinded and are in full force and effect on the date hereof.

     THIRD: That upon the effective date of the Merger the name of the surviving
corporation shall be Viacom International Inc.

     FOURTH:  The  merger  shall  become  effective  upon  the  filing  of  this
certificate with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF,  VIACOM  INTERNATIONAL INC. has caused this certificate
to be signed by  Philippe P.  Dauman,  its  Executive  Vice  President,  General
Counsel,  Chief Administrative  Officer and Secretary,  this 3rd day of January,
1995.

                                   VIACOM INTERNATIONAL INC.


                                   By: /s/ Philippe P. Dauman
                                      ----------------------------------
                                      Philippe P. Dauman, Executive
                                      Vice President, General Counsel,
                                      Chief Administrative Officer and
                                      Secretary





                                       5



                                                            EXHIBIT A
                                                            ---------


                           VIACOM INTERNATIONAL INC.
                     RESOLUTIONS OF THE BOARD OF DIRECTORS
                           ADOPTED DECEMBER 14, 1994
                      ------------------------------------        



     RESOLVED,  that,  pursuant to Section 253 of the General Corporation Law of
the State of Delaware  Paramount  Communications  Inc.  shall be merged with and
into the  Corporation,  on or after  January 3,  1995,  in  accordance  with the
Certificate of Merger,  substantially in the form attached hereto a s Exhibit I,
which  Certificate  of Merger  is  hereby  approved  and  adopted,  and that the
officers  of the  Corporation  be,  and each of them  acting  alone  hereby  is,
authorized  and  directed,  in the name and on  behalf  of the  Corporation,  to
execute and file the  Certificate of Merger with the office o f the Secretary of
State of the State of Delaware; and

     FURTHER RESOLVED, that the officers of the Corporation be, and each of them
acting alone hereby is,  authorized  and directed,  in the name and on behalf of
the  Corporation,  to execute and deliver any and all  agreements,  documents or
certificates  and to do or cause to be done all such  further  acts and  things,
including,   without  limitation,   filings  with  the  Federal   Communications
Commission, as such officer or officers deem necessary, appropriate or desirable
in order to carry out the purposes and intents of the foregoing resolutions; and
that the  authority of such officer or offic ers to act under these  resolutions
shall be conclusively evidenced by their so acting.