COMPANY TOWN : NBC Becomes Belle of the Ball in Industry Merger Shuffle : TV: As the last remaining network without a studio partner, its value may be soaring with prospective suitors.

During the last year, NBC has had discussions with USA Networks, Time Warner and Sony about teaming up to compete in the fast-consolidating entertainment industry. But the discussions have all fallen apart over a combination of issues including price, control and the sheer complexity of a deal.

But waiting sometimes has its advantages. With the $36 billion that CBS is fetching in a proposed merger with Viacom, analysts say the value of NBC just jumped by virtue of being the last major broadcast network without a link to a major Hollywood studio.

“NBC is the last girl at the ball--and is therefore beautiful,” said Jessica Reif Cohen, an analyst at Merrill Lynch. “There are four unaffiliated studios and only one network left. The value of broadcast networks has been underestimated.”

Though broadcast networks have been dismissed by some as money-losing dinosaurs, flat-footed on the fast-paced Internet and digital playground, their singular ability to reach the masses still makes them strong launching pads, according to Reif Cohen.

Using their network signals as leverage with cable operators, broadcasters have built a host of valuable channels, including ABC’s ESPN2, NBC’s MSNBC and Fox’s FX. They also have used their valuable advertising time as a chip for expanding into the Internet, trading inventory for equity stakes in sites such as Snap.com, Infoseek, Big Entertainment, Priceline.com and Sportsline.com.

Reif Cohen said the Viacom-CBS nuptials highlight the possibilities and puts pressure on Time Warner; Universal Studios and its TV partner, USA Networks; Sony; and even penniless MGM to make a move.

On Wednesday, Viacom Chairman Sumner Redstone and CBS Chief Executive Mel Karmazin made the rounds at the Federal Communications Commission to discuss regulations that complicate the merger proposed Tuesday. Viacom Class B shares fell 63 cents to close at $46.31 on Wednesday, while CBS slipped 50 cents to $50.19, both on the NYSE.

NBC sources insist the CBS-Viacom pairing puts no new pressure on the network to partner. After all, they say, not all the consolidation plays of the 1990s, particularly Walt Disney’s purchase of the ABC network, have proved magical. Though NBC’s profit is dropping, sources at the company say parent General Electric values the subsidiary’s earnings, which make up about 10% of GE’s total.

Many inside the company would rather go it alone, slowly building a stable of cable channels and perhaps pairing up with another television station owner to gain operating efficiencies in TV. They contend that the only need for a studio is to assure a steady supply of programming, which hasn’t been a problem for the network so far.

Many industry sources, however, expect NBC to pair up, and predict one of the following three scenarios:

* Time Warner: A combination of the world’s leading entertainment company with the nation’s leading broadcast network is seen as inevitable by many executives and investors in both companies.

Time Warner’s Warner Bros. studio already produces NBC’s biggest hits, “ER” and “Friends,” and Time Warner could use the network to promote its emerging group of Internet hubs, which are being built on powerful brands such as Fortune, Time, CNN and People.

But the deal is so complicated that talks have faltered. Combining two of the three cable news channels, MSNBC and CNN, would raise antitrust concerns in Washington. NBC’s ownership of television stations and Time Warner’s vast cable system holdings would run afoul of federal rules restricting such cross-ownership.

While NBC might be able to spin off the stations, such a move could jeopardize its control over the network’s distribution. Furthermore, Time Warner might have to relinquish control of the WB network, although it could ask for a waiver of federal rules restricting the ownership of more than one broadcast network.

Finally, there is the issue of control. Jack Welch, who retires as chairman of GE at the end of next year, has been unwilling to let NBC go or make a purchase that would dilute GE’s earnings and risk its reputation for growth on Wall Street.

Yet many see the combination as unsurpassable. “The game would be over,” said one network executive. “Everybody else might as well throw in the towel, because NBC-Time Warner would be unstoppable.”

* Sony: Sony’s television and movie studio would guarantee NBC’s access to programming as Time Warner, News Corp. and Disney increasingly funnel products to their own cable and broadcast channels.

The two companies have talked about merging NBC and Sony’s entertainment assets into a new company that would then be taken public and jointly held. That could resolve both GE’s reluctance to make a dilutive entertainment acquisition and Sony’s restrictions as a foreign-based company to owning a broadcast network.

But the talks broke down because Sony Chief Executive Nobuyuki Idei, as one source put it, “is paralyzed with indecision he’s so afraid of screwing up in Hollywood again.” The studio has recently stabilized after disruptive management turmoil and overspending.

* USA Networks: Barry Diller, the chairman of USA, has craved a network since he left News Corp. in the early 1990s after the successful launch of the Fox network.

Previous attempts to buy CBS failed--and his talks last summer to merge with NBC dissolved over issues of price and control. Buying NBC would put Diller where he longs to be: in the top rank of media moguls, alongside Rupert Murdoch, the founder of News Corp., and Sumner Redstone, the chief of Viacom.

Diller has said that talks with GE dissolved because of price, and sources say Universal Studios, which owns a 45% stake in USA Networks, also objected on those grounds.

GE, which bought NBC for $6.8 billion in 1985, was valuing NBC at nearly $20 billion in the deal. (The company is worth more today, with CNBC and MSNBC alone valued at a combined $6 billion.)

Sources say Edgar Bronfman Jr., chief executive of Universal’s parent Seagram, blocked the deal, unwilling to contribute all of Universal Studios to keep its stake in USA from shrinking.