SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
                     -------------------------------------


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                      ------------------------------------


       Date of Report (date of earliest event reported): January 3, 1995



                           VIACOM INTERNATIONAL INC.
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             (Exact name of registrant as specified in its charter)



    Delaware            1-9554                    04-2980402
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(State or other        (Commission               (IRS Employer
 jurisdiction of        File Number)             Identification No.)
 incorporation)


        1515 Broadway, New York, New York                          10036
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(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code: (212) 258-6000
                                                    --------------





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Item 5. Other Events.
        ------------

     On January 3, 1995, Paramount  Communications Inc. ("Paramount") was merged
with  and  into  its  parent  company,   Viacom   International   Inc.  ("Viacom
International").  Viacom  International is the surviving company and has assumed
all  obligations  of Paramount  as of such  merger.  The Board of Direc tors and
executive  officers  of  Viacom  International  are  identical  to the Board and
officers of Paramount.

     A copy of the  Certificate  of  Ownership  and  Merger  as  filed  with the
Secretary of State of the State of Delaware is filed as an exhibit  herewith and
is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.
        ---------------------------------

        (c)     Exhibits

99.1            Certificate of Ownership and Merger merging
                Paramount Communications Inc. into Viacom
                International Inc.





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                                   SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        VIACOM INTERNATIONAL INC.


                                        By: /s/ Michael D. Fricklas
                                           ------------------------------
                                           Name:  Michael D. Fricklas
                                           Title: Senior Vice President
                                                  Deputy General Counsel



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                                 EXHIBIT INDEX

EXHIBIT No.         Description                             Page No.
- ----------          -----------                             -------

 99.1               Certificate of Ownership and
                    Merger merging Paramount  Communications  Inc.
                    into Viacom International Inc.



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