IMPACT OF THE PARAMOUNT DEAL : What Will Malone--and Diller?--Think of Next? : Alliances: Now that the Tele-Communications chief is no longer required to cut his ties to QVC Network, new takeover targets may loom.

Now that the dust is settling from the five-month battle to take over Paramount Communications Inc., people are asking again: What is John Malone going to do?

The ambitious chief executive of Denver-based cable TV giant Tele-Communications Inc. was a leading force behind Barry Diller’s bid for Paramount until government regulators said TCI would have to divest itself of its stake in Diller’s QVC Network Inc. if it acquired the Hollywood studio.

But Malone, through TCI affiliate Liberty Media Corp., still owns 18.5% of QVC, and he is no longer required to pull out of QVC since Diller’s bid for Paramount has failed.

As a team, the two could renew their quest for Home Shopping Network. TCI holds a controlling stake in the network, which was in merger talks with QVC before the Paramount takeover bid. They could also mount a bid for another entertainment company.

Malone and Diller are said to be on fairly good terms, although Malone kept Diller in the dark about a TCI-Bell Atlantic Corp. merger agreement until the last minute. Due to antitrust concerns, Diller was forced to assemble a new group of partners to replace TCI for the Paramount bid.

“You know what you get when you deal with Malone,” one business associate said. “You know he’s going to be looking out for himself, but he has very strong feelings for Barry.” The executive said Malone is likely to support Diller in any future strategic move.

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Apart from potential ventures with Diller, most observers agree that Malone’s top priority is still the TCI-Bell Atlantic merger, although there are mounting questions about its certitude.

The two companies have missed three self-imposed deadlines in negotiating a definitive agreement--and at least one source predicts that the deal has only a 65% chance of being completed.

The talks are going “slowly if at all,” one source close to TCI said. “I know they’re having trouble. The Bell Atlantic stock is down a lot, and there’s a lot of bureaucracy, and they’re having a hard time getting what they want. . . . They’re not that enthusiastic anymore.”

Others, however, have the impression that the two-month delay in the original merger target is due largely to regulatory and legal details.

“I don’t get a feeling that there are negotiating problems,” said one lawyer who has seen drafts of the definitive agreement.

Added Tom Wolzien, an analyst with Sanford C. Bernstein & Co.: “I’m not worried. The complexity of this thing and difficulty of sorting it out is unprecedented.”

In their letter of intent to merge, the two companies set Dec. 15 as the date but then sought a six-week extension, pushing the date back to Jan. 31.

On Jan. 26, Bell Atlantic President James Cullen told a news conference in Miami that the companies expected to announce a definitive agreement in about two weeks. On Monday, however, Bell Atlantic announced another delay--with no projection of a completion date.

One complication is assigning a value to TCI’s cable holdings, because the cash flow of the systems could be affected by the federal government’s decision to reassess cable TV rates. The rate review could also affect the value of TCI-owned programming assets, including Turner Broadcasting, the Discovery Channel and Black Entertainment Television. Moreover, Bell Atlantic’s stock has dropped since the merger agreement, which will weigh on its plans to issue shares as part of the TCI purchase.

Said one observer: “John believes he got a deal for $33 billion, more or less, and that’s the deal he’s trying to preserve.”

According to another source close to TCI, the original $33-billion deal negotiated between Malone and Bell Atlantic Chief Executive Raymond C. Smith ascribed $25 billion in value to TCI’s cable systems, $5 billion to programming assets and $3 billion to TCI’s cable systems in Bell Atlantic’s service area. Under federal law, TCI must divest itself of Bell Atlantic area systems.

Despite the reported complications, both companies recently said there remains no major obstacle to reaching agreement.

“We’ll announce a definitive agreement when we complete the documentation,” said Robert Thomson, senior vice president of TCI. “This is an extraordinarily complex transaction.”

That complexity is underscored by the sight of an army of Bell Atlantic executives that has come to Denver to pore over TCI’s books. Bell Atlantic has leased an entire floor of the Hyatt Regency at the Denver Tech Center to house the 100 executives assigned to work on the merger.

On the TCI side, every manager from mid-level up has been assigned a counterpart Bell Atlantic manager to get acquainted with. “They’re supposed to follow them around,” said one executive.

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When it comes to valuing TCI and Liberty, the approximately 13 million cable TV subscribers aren’t all that come into the equation. The merged company would also have to figure out what to do with TCI’s 22,000-acre cattle ranch in Wyoming.

Since an initial euphoric reception of the merger plan--announced Oct. 13--Bell Atlantic’s share price has tumbled 17%. On Wednesday, the stock closed at $54.375, down 50 cents, on the New York Stock Exchange.

During this period, however, utility stocks have suffered from interest rate jitters, and there is added uncertainty due to a congressional drive to rewrite telecommunications policy.

TCI’s stock fell 37.5 cents to $26.25 a share Wednesday. On Oct. 13, TCI Class A shares closed at $31.375, up $3.