By Paul Wiseman

  The battle for Paramount is creating chaos on Wall Street.

     Even many of the experts are confused about where things stand. And a number of key issues are in dispute between the two bidders vying for control of the entertainment giant: MTV parent Viacom and home-shopping service QVC Network.

     The latest twist: Viacom, barely beating a Friday evening deadline to counter a bid by QVC, made a tender offer to buy 50.1% of Paramount for $ 105 a share cash, the rest with a package of Viacom securities worth about $ 49 a share at Monday's closing stock prices.

       So it sounds like some Paramount shareholders would get the fat cash portion and some the far more modest "back end" of the deal. Even some experts are saying Viacom made a "coercive" offer designed to stampede Paramount shareholders into tendering or committing to sell their shares to Viacom, not QVC, in order to get that enticing $ 105 cash, and not get stuck with far-less-valuable securities.

     Not so. Bidding rules established by Paramount ensure that shareholders can get a "blended" payment that, at Monday's stock prices, comes to about $ 77 a share - $ 52.61 a share cash, about $ 24 a share in Viacom securities. Based on 118.5 million Paramount shares, the Viacom offer is worth $ 9.1 billion. Before it raised its bid Friday, Viacom had been offering a combination of cash and stock worth $ 74 a share.

    Viacom's offer puzzled many experts because it came in considerably lower than the existing QVC offer it was expected to top. QVC has made a tender offer to buy 51% of Paramount for $ 92 a share cash, the rest with QVC securities worth about $ 70 a share Monday. The blended value of QVC's offer was $ 81 a share - $ 46.92 a share cash, about $ 34 a share in QVC securities Monday. That comes to $ 9.6 billion.

     QVC has cried foul. It says Viacom just made its offer Friday to stall for time, perhaps to raise more money for a bid that does beat QVC's. If Viacom had done nothing, a majority of Paramount shareholders almost certainly would have tendered their shares to QVC before QVC's tender offer expired at midnight Friday. By making a bid, Viacom has extended the bidding war another 10 business days, to Jan. 21.

     QVC has complained that Viacom's offer does not comply with the bidding rules. It says Viacom was obligated to make a higher bid than QVC's to keep  the auction going.

     Viacom says it was obligated only to raise the cash portion of its offer by $ 60 million, a threshold it easily met. It also disputes the notion that its offer is worth less than QVC's. It emphasizes the $ 105 cash and argues that Viacom-Paramount would be a stronger company than QVC-Paramount. It also argues that, over the long term, the securities part of its deal would be worth more than QVC's. It says over the short term each bidder's stock price - and therefore the value of its bid - is distorted by short-term trading by Wall Street arbitrageurs.

     The issue now goes to the Paramount board, which last month endorsed QVC's bid. The board meets Wednesday to consider Viacom's offer. The board's recommendation is non-binding. Shareholders will decide the winner by tendering their shares to either Viacom or QVC by Jan. 21. But there is a chance the board could decide that Viacom's offer did not meet the bidding rules, effectively declaring QVC the winner.

     Most experts doubt the board will do that.  Some even suspect it will endorse Viacom's new bid. The board had backed a friendly takeover by Viacom - snubbing QVC - all fall.

     Last month, the Delaware Supreme Court ordered the board to treat QVC fairly and hold an auction for Paramount. James Kaufman, an investment banker close to the QVC camp, figures the board will be neutral and let shareholders decide the winner. "The board is going to be incredibly circumspect," he predicts. "They've found religion."

      Whoever wins the Paramount bidding war -- Viacom/Blockbuster Entertainment or QVC -- will find themselves controlling a widespread entertainment empire. 

How each would stack up:(1)

                                    Revenue               Percent of Total
									                        Combined Revenue
Paramount            $ 4.6 billion                           53%
     Feature films                                                  16%
     Television shows                                              8%
     TV stations, 
	 networks                                                           3%
     Theaters, sports,
	 other entertainment                                          6%
     Publishing                                                       20%
Viacom                 $ 2.1 billion                            24%
     MTV Networks,
     Showtime                                                        14%
     TV production,
	 syndication                                                       3%
     Cable television                                                5%
     Television, radio                                              2%
Blockbuster          $ 2.0 billion                           23%
     Home video
     rental, sales                                                    16%
     Product sales,
	 royalties                                                            7%
Combined
Total '93 revenue: $ 8.7 billion


                                    Revenue               Percent of Total
									                        Combined Revenue
Paramount            $ 4.6 billion                            78%
	 Feature films                                                   23%
	 Television shows                                            12%
	 TV stations,
	 networks                                                           4%
	 Theaters, sports,
	 other entertainment                                          9%
	 Publishing                                                       30%
QVC                       $ 1.3 billion                            22%
	 QVC and 
	 fashion channels                                             22%
Combined
Total '93 revenue: $ 5.9 billion

1 - '93 revenue estimates; '92 revenue breakdowns

    New competition? How the proposed Viacom/Blockbuster/Paramount conglomerate would stack up against entertainment powerhouses Time Warner and Disney:

    '93 estimated revenue In billions 
Paramount/Blockbuster/Viacom    $ 8.7
Disney                                             $ 8.5
Time Warner                                   $ 13(1)
 
1 - includes US West investment Source: Value Line; USA TODAY research