EMPIRE William S. Paley and the Making of CBS By Lewis J. Paper St. Martin's. 384 pp. $19.95

AT A PRIVATE luncheon some 20 years ago, the two pioneering leaders of American broadcasting, David Sarnoff and William Paley, discussed retirement. "Bill told me," Sarnoff later recounted with a chuckle, "they'd have to carry him out with his boots on." Lewis J. Paper's biography of the CBS empire builder shows Paley meant what he said. Nearing 86, recently reinstated as chairman of the CBS board of directors following a series of unseemly, headline-provoking management upheavals, Paley remains a formidable presence on the broadcasting scene, his life a testament to the unbreakable link between him and the $5 billion entertainment and information complex he nurtured and built.

Paper's intensive probe was accomplished without Paley's personal approval, although CBS associates and personal friends opened files to him and reminisced freely. The portrait that emerges is generally admiring. Paley's personal charm, his sophisticated life style, his conquest of the social and art worlds, his sagacity and courage in challenging, and ultimately besting, Sarnoff's mighty NBC are deftly drawn. His unique ability to ascertain popular entertainment tastes and to respond with broadcast programs of maximum mass appeal is presented in terms of the stars he created or lured to CBS -- Lucille Ball, Arthur Godfrey, Amos 'n' Andy, Jack Benny, Red Skelton, Bing Crosby, a glittering firmament of talent that provided early and mid-century America its escapism from wars and economic upheavals.

Yet almost as formidable as Paley's triumphs were his defeats, and Paper does not stint them. There was the abortive effort to challenge Sarnoff's RCA (parent company of NBC) in the field of technology through purchase of a television set manufacturer, the Hytron Corporation, for almost one-fourth of CBS' outstanding stock. Its subsequent liquidation in 1961 produced a loss of staggering magnitude for that time, approximately $100 million. There was the defeat of CBS' color television system by RCA's technically superior version. There were the personal disappointments, the failure to win ambassadorships to France or Britain or Italy, or cabinet posts in the administration of presidents he considered friends. There were frustrating, and unsuccessful, efforts to rebut media criticism, most notably David Halberstam's The Powers That Be, which, Paley contended, "said things about me that were absolutely untrue." "What is it," Halberstam reflected, "about a man who had so much richness in his life and comes apart because one person writes a book?" Even at 81, during a brief interregnum from his CBS chairmanship, Paley was rebuffed by his friends, Washington Post chairman Katharine Graham and New York Times publisher Punch Sulzberger, when he sought to become publisher of The International Herald Tribune, in which they jointly held a controlling stock interest. Although he eventually became a Tribune director, representing the stock interest of his late brother-in-law, John Hay Whitney, he was, according to his close friend, Walter Thayer, "very upset when the Times and the Post turned him down. He was very disturbed about it."

Perhaps the inordinate sensitivity to reverses of Paley's later years stemmed from an early manhood in which no challenge seemed insurmountable, no goal unattainable. The only son of a prosperous cigar maker, Samuel Paley, he grew up in an affluent Philadelphia home, graduated from the University of Pennsylvania's Wharton School of Finance, enjoyed parties, bedded sundry ladies, and learned about La Palina cigars from a doting father. But cigars didn't interest the 26-year-old as much as the fledgling broadcasting industry that advertised them. In 1928, with his father's support, he purchased for $503,000 a controlling interest in the tiny United Independent Broadcasters network, a near moribund competitor of NBC, which had been founded in 1926 as the nation's premier radio network. With astonishing facility, Paley built up the station affiliate base of the Columbia Broadcasting System, as he renamed it, expanded its popular program fare, romanced leading performers in all branches of the entertainment industry, offered sponsors innovative inducements to switch to CBS. His success was meteoric. In the Depression year of 1931, CBS showed a net profit of $2.35 million, almost equal to NBC's.

World War II brought radio news into prominence, and Paley secured network leadership for CBS by assembling a gifted team of broadcast reporters, led by Edward R. Murrow. In the postwar years, using the adroit lure of a capital-gains tax package, he induced most of NBC's leading stars to shift to CBS. In the transition years from radio to television, the stars stayed with the junior network and the public followed them. CBS became the leader in both news and entertainment, the Tiffany of networks, and Paley achieved almost universal recognition as America's preeminent broadcaster.

WITHIN the industry, Paley and CBS become synonomous. Although he owned less than 10 percent of its stock, it was his network, his creation, its radiated brilliance a reflection of his own. As advancing years stalked Paley, the thought of leaving CBS became unbearable. He reneged on a promise to Frank Stanton, his longtime president, to make him chief executive officer, and then forced Stanton to retire at 65. He brought in a series of outsiders as CBS presidents, and then, as they assumed more authority, became disenchanted and forced their ousters, always in a blaze of headlines. The story of the latest 1986 power struggle, in which Paley and businessman Lawrence Tisch replaced incumbent Thomas Wyman, is the stuff of CBS soap operas.

Paper's Paley is a study in contradictions. On the one hand, the magnetic leader of a powerful new industry, companion of presidents and royalty, intimate of stars and statesmen, connoisseur of women and art, gourmet and bon vivant, possessed of luxurious estates with swarms of servants, a conspicuous consumer in the classic Veblen tradition; on the other, the jealous but devoted custodian of his CBS power base, ruthless in pruning out executives who incurred his disfavor, often imperious in his demands on subordinates.

Whatever role Paley played, he leavened it with charm, and that, in Paper's judgment, was perhaps the dominant feature of his personality. A former CBS executive summed it up for the author:

"You must remember that Bill Paley has no morals. No ethics. He doesn't care about anyone or anything. He's autocratic. But" -- and now the man smiles -- "I could see him on the street again, he'd give me that bear hug, and he could win me over."

In his pursuit of an often elusive quarry, Paper has succeeded in achieving a rare degree of editorial balance. He has also provided the most penetrating biographical look thus far at a complex man whose CBS boots are still firmly on.

Kenneth Bilby, the retired executive vice president of RCA, was a foreign correspondent for The New York Herald Tribune. He is the author of "The General: David Sarnoff and The Rise of Mass Communications."