Their $37 billion marriage requires approval of the Federal Communications Commission, whose rules prevent one company from owning two networks. However, Viacom, which now owns the UPN-TV network, has been lobbying for an FCC waiver ever since the CBS merger was announced last September.

"We have a pretty clear signal we will be able to keep UPN," said Sumner Redstone, chairman and chief executive officer of Viacom, owner of cable television's MTV and Nickelodeon, the Paramount studios and the Blockbuster video chain.

He gave no further details of the apparent thumbs-up from the FCC, but during an interview with Sir David Frost of the BBC at a business forum, CBS President and CEO Mel Karmazin said the merger was on track to close some time during the current quarter. The appearance by Redstone and Karmazin at the Variety Shroder's "Big Picture" media conference, came one day after Viacom formally completed its $5 million purchase of the remaining 50 per cent of UPN, a money-losing network whose highest ratings come from World Wrestling Federation "Smackdown" shows and "Star Trek Voyager."

In February, Viacom which had jointly owned half of UPN, invoked a buy-sell clause in its joint ownership agreement with BHC Communications Inc, a unit of Chris-Craft Industries Inc. Under the agreement, Viacom bought out BHC's 50 per cent stake for $5 million.

Asked by Frost if the new Viacom-CBS could turn around UPN,which is reported to be losing $180 million a year, Redstone said: "With Mel there, he'll turn it around tomorrow. A year from now we are not going to be losing money."In an on-stage interview, Frost touched on reports of friction between the courtly Boston-born Redstone and the brash younger New Yorker Karmazin, raising questions of who would be in charge of the entertainment conglomerate.

"There is an arrangement if I voluntarily, or involuntarily, quit. Mel succeeds me," Redstone said, in a ringing endorsement of the former radio advertising salesman as his heir-apparent. But then he qualified it: "Mel would certainly be a leading contender to succeed me."

"We will agree - our agendas are exactly the same - we are both interested in the stock price," said Karmazin. "If we disagree, then it behooves each of us to convince the other."

"Much has been made of the Sumner and Mel thing. I respect Sumner's opinion and if Sumner says something isn't right, it is not right," he said.Redstone said that the pair speak just about every day. "We have not had any disagreements. I can't visualize any major disagreements between us that won't be resolved by us."

A report last week said that Karmazin, who has a reputation for cost-cutting, would wield a big axe. Asked by Frost if jobs would be lost, Karmazin said: "Yes, probably".

"Obviously, some of our businesses are separate - for example we are in news and outdoor advertising - so there would be some redundancies in corporate functions, but at the same time, we are looking at expanding into the Internet.

"So, five years from now, will we have more employees? Yes.Our greatest asset is the people working for us, so we want more, not less."

Asked about scepticism on Wall Street, Redstone said: "The merger is not about saving money, but enhancing revenues. We believe cash flows will grow and move the price of the stock and make clear to Wall Street that it is a great success."

Karmazin said that the success of Viacom-CBS did not depend on the current booming economy. "If the advertising sales staff sell more ads, our revenues will be up regardless of macro- economics. People will just have to sell more ads."

Redstone said advertising across its brands was the key to success and he pointed to MTV, which is now seen in 70 million homes in the United States and 140 million in the rest of the world. Neither he nor Karmazin believed advertising was cyclical. "They (companies) advertise when there's a boom and when they're in trouble, they use it to survive."

"Bigger is not necessarily better, but it's better than smaller," he said, eliciting a l|n trouble, they use it to survive."