EXHIBIT 99.2


     GUARANTEE,  dated as of December 15, 1994,  made by Viacom Inc., a Delaware
corporation (the "Guarantor"),  in favor of Massachusetts  Mutual Life Insurance
Company  as holder of the 8.30%  Senior  ESOP  Note (the  "Note")  of  Paramount
Communications Inc. ("Paramount").


                                  WITNESSETH:
                                  -----------

     SECTION 1. Guarantee.  The Guarantor hereby unconditionally  guarantees the
punctual  payment  when due,  whether at stated  maturity,  by  acceleration  or
otherwise,  of the principal of, premium,  if any, and interest on the Note (the
"Obligations"),  according to the terms of such Note an more fully  described in
the Note Agreement,  dated January 15, 1989,  between Paramount (as successor to
Gulf &  Western  Inc.) and  Massachusetts  Mutual  Life  Insurance  Company  (as
amended,  modified or  otherwise  supplemented  from time to time,  collectively
referred to herein as the "Note Agreement").

     SECTION  2.  Guarantee   Absolute.   The  Guarantor   guarantees  that  the
Obligations  will be paid  strictly  in  accordance  with the  terms of the Note
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any  jurisdiction  affecting any of such terms or the right any holder of the
Note with respect  thereto.  The liability of the Guarantor under this Guarantee
shall be absolute and unconditional irrespective of:

     (i) any lack of validity or  enforceability of any of the Note Agreement or
any other agreement or instrument relating thereto;

    (ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the  Obligations,  or any other amendment or waiver of or
any consent to departure from any of the Note Agreement;

   (iii) any exchange,  release or  non-perfection  of any collateral,  or any
release  or  amendment  or  waiver of or  consent  to  departure  from any other
guaranty, for all or any of the Obligations; or

    (iv) any other  circumstance  which might  otherwise  constitute  a defense
available to, or a discharge of, Paramount, or a guarantor.

     SECTION 3. Waiver.  The  Guarantor  hereby waives  diligence,  presentment,
demand  of  payment,  filing  of  claims  with a court in the event of merger or
bankruptcy of Paramount,  any right to require a proceeding  filed first against


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Paramount,  protest  or  notice  with  respect  to the Note or the  indebtedness
evidenced thereby and all demands whatsoever.

     SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Note to exercise, and no delay in exercising,  any right hereunder shall operate
as a waiver  thereof;  nor shall any  single or  partial  exercise  of any right
hereunder  preclude  any other or further  exercise t of or the  exercise of any
other right.  The remedies  herein  provided are cumulative and not exclusive of
any remedies provided by law.

     SECTION 5. Continuing Guarantee;  Transfer of Interest. This Guarantee is a
continuing  guaranty  and shall (i) remain in full  force and  effect  until the
earliest to occur of (A) the date on which the Guarantor shall  consolidate with
or merge into Paramount or any successor thereto, the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the  Obligations,  (ii) be binding  upon the  Guarantor,  its
successors and assigns,  and (iii) inure to the benefit of and be enforceable by
any holder of the Note, a nd by its successors, transferees, and assigns.

     SECTION 6. Reinstatement.  This Guarantee shall continue to be effective or
be  reinstated,  as the case may be,  if at any time any  payment  of any of the
Obligations is rescinded or must otherwise be returned by any holder of the Note
upon the insolvency, bankruptcy or reorganization Paramount or otherwise, all as
though such payment had not been made.

     SECTION 7.  Amendment.  The Guarantor may amend this  Guarantee at any time
for any purpose without the consent of the Trustee or the holder of the Note.


     SECTION  8.  Governing  Law.  THIS  GUARANTEE  SHALL BE  GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.

     IN WITNESS  WHEREOF,  the  Guarantor  has caused this  Guarantee to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                                                VIACOM INC.


                                                By: /s/  GEORGE S. SMITH, JR.
                                                   ----------------------------
                                                Name:  George S. Smith, Jr.
                                                Title: Senior Vice President,
                                                       Chief Financial Officer




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