SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from _____ to ______

                         Commission file number 0-13020
                         ------------------------------
                               WESTWOOD ONE, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                                      95-3980449
         (State or other jurisdiction of                      (I.R.S. Employer
          incorporation or organization)                     Identification No.)

   40 West 57th Street, 5th Floor, New York, NY                     10019
     (Address of principal executive offices)                     (Zip Code)

                                 (212) 641-2000
               Registrant's telephone number, including area code


     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ___

Number of shares  of Stock  Outstanding  at July 31,  2003  (excluding  treasury
shares):

         Common Stock, par value $.01 per share - 100,464,269 shares
         Class B Stock, par value $.01 per share -  703,466 shares

<page>



                               WESTWOOD ONE, INC.

                                      INDEX


                                                                     Page No.

PART I.         FINANCIAL INFORMATION

  Item 1.       Financial Statements

                Consolidated Balance Sheets                             3

                Consolidated Statements of Operations                   4

                Consolidated Statements of Cash Flows                   5

                Notes to Consolidated Financial Statements              6

  Item 2.       Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                              8

  Item 3.       Qualitative and Quantitative Disclosures
                About Market Risk                                      11

  Item 4.       Controls and Procedures                                11


PART II.        OTHER INFORMATION

                Exhibits and Reports on Form 8K                        13

                SIGNATURES                                             15





                                       2


<page>
Item 1 - Financial Statements

                               WESTWOOD ONE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
<S>                                                                <C>                  <C>

                                                                     June 30,           December 31,
                                                                       2003                2002
                                                                    ---------           -----------
                                          ASSETS
                                          ------
 CURRENT ASSETS:
  Cash and cash equivalents                                         $   6,714            $   7,371
  Accounts receivable, net of allowance for doubtful accounts
   of $7,340 (2003) and $11,757 (2002)                                117,651              131,676
  Other current assets                                                  9,082               14,581
                                                                     --------            ---------
            Total Current Assets                                      133,447              153,628
  PROPERTY AND EQUIPMENT, NET                                          52,297               53,699
  GOODWILL                                                            990,192              990,192
  INTANGIBLE ASSETS, NET                                                8,509                9,647
  OTHER ASSETS                                                         61,806               59,146
                                                                   ----------           ----------
            TOTAL ASSETS                                           $1,246,251           $1,266,312
                                                                   ==========           ==========

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   ------------------------------------

  CURRENT LIABILITIES:
   Accounts payable                                                $   28,375              $24,809
   Other accrued expenses and liabilities                              60,253               65,277
                                                                   ----------           ----------
            Total Current Liabilities                                  88,628               90,086
   LONG-TERM DEBT                                                     270,897              232,135
   DEFERRED INCOME TAXES                                               32,733               30,733
   OTHER LIABILITIES                                                    9,525               10,318
                                                                   ----------           ----------
            TOTAL LIABILITIES                                         401,783              363,272
                                                                   ----------           ----------
   COMMITMENTS AND CONTINGENCIES
   SHAREHOLDERS' EQUITY
    Preferred stock: authorized 10,000 shares, none outstanding          -                    -
    Common stock, $.01 par value: authorized,  271,023 shares;
     issued and outstanding, 101,095 (2003) and 103,989 (2002)          1,011                1,040
    Class B stock, $.01 par value: authorized,  3,000 shares:
     issued and outstanding, 704 (2003 and 2002)                            7                    7
    Additional paid-in capital                                        583,219              684,311
    Accumulated earnings                                              260,231              218,981
                                                                    ---------           ----------
                                                                      844,468              904,339
    Less treasury stock, at cost;  35 (2002) shares                      -                  (1,299)
                                                                   ----------           ----------
            TOTAL SHAREHOLDERS' EQUITY                                844,468              903,040
                                                                   ----------           ----------
            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $1,246,251           $1,266,312
                                                                   ==========           ==========

</TABLE>



          See accompanying notes to consolidated financial statements.
                                        3


<page>
                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)


<TABLE>
<CAPTION>
<S>                                                       <C>           <C>          <C>            <C>

                                                            Three Months Ended           Six Months Ended
                                                                 June 30,                    June 30,
                                                                 --------                    --------
                                                             2003          2002         2003           2002
                                                             ----          ----         ----           ----
GROSS REVENUES                                             $154,232     $164,299      $299,850       $310,966
 Less Agency Commissions                                     21,557       23,487        41,380         43,858
                                                           --------       -------     --------       --------
NET REVENUES                                                132,675      140,812       258,470        267,108
                                                           --------     --------      --------       --------

Operating Costs                                              86,504       86,146       178,556        178,547
Depreciation and Amortization                                 2,860        2,866         5,740          5,701
     Corporate General and Administrative Expenses            1,647        2,064         3,291          3,801
                                                           --------     --------      --------       --------
                                                             91,011       91,076       187,587        188,049
                                                           --------     --------      --------       --------
OPERATING INCOME                                             41,664       49,736        70,883         79,059
Interest Expense                                              2,496        1,677         4,947          3,435
Other (Income) Expense                                          (16)         (41)          (36)           (76)
                                                           --------     --------      --------       --------
INCOME BEFORE INCOME TAXES                                   39,184       48,100        65,972         75,700
INCOME TAXES                                                 14,848       17,626        24,722         27,783
                                                           --------     --------      --------       --------

NET INCOME                                                  $24,336      $30,474       $41,250        $47,917
                                                           ========     ========      ========       ========

EARNINGS PER SHARE:
 BASIC                                                        $ .24        $ .29         $ .40          $ .45
                                                           ========     ========      ========       ========
 DILUTED                                                      $ .23        $ .28         $ .39          $ .43
                                                           ========     ========      ========       ========

WEIGHTED AVERAGE SHARES OUTSTANDING:
 BASIC                                                      101,771      106,751       102,417        106,690
                                                           ========     ========      ========       ========
 DILUTED                                                    104,253      110,092       104,938        110,177
                                                           ========     ========      ========       ========

</TABLE>



          See accompanying notes to consolidated financial statements.
                                        4

<page>

                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
<S>                                                                       <C>             <C>

                                                                            Six Months Ended
                                                                                June 30,
                                                                                --------
                                                                             2003         2002
                                                                             ----         ----
CASH FLOW FROM OPERATING ACTIVITIES:
 Net income                                                                $41,250       $47,917
 Adjustments to reconcile net income to net cash provided by
   operating activities:
    Depreciation and amortization                                            5,740         5,701
    Deferred taxes                                                           2,000         2,066
    Other                                                                      318           278
                                                                           -------       -------
                                                                            49,308        55,962
    Changes in assets and liabilities:
    Decrease (Increase) in accounts receivable                              14,025        (3,751)
    Decrease  in other assets                                                5,499         5,055
    (Decrease) Increase in accounts payable and accrued liabilities           (124)       32,535
                                                                           -------       -------
           Net Cash Provided By Operating Activities                        68,708        89,801
                                                                           -------       --------
CASH FLOW FROM INVESTING ACTIVITIES:
 Capital expenditures                                                       (2,336)       (2,660)
 Acquisition of companies and other                                            (80)         (740)
                                                                           -------       -------
           Net Cash Used For Investing Activities                           (2,416)       (3,400)
                                                                           -------       -------
           CASH PROVIDED BEFORE FINANCING ACTIVITIES                        66,292        86,401
                                                                           -------       -------
CASH FLOW FROM FINANCING ACTIVITIES:
 Issuance of common stock                                                    5,430        25,080
 Borrowings under bank and other long-term obligations                      35,000        32,500
 Debt repayments and payments of capital lease obligations                    (277)         (107)
 Repurchase of common stock and warrants                                  (107,102)     (136,332)
                                                                          --------      --------
           NET CASH (USED IN) FINANCING ACTIVITIES                         (66,949)      (78,859)
                                                                          --------      --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (657)       (7,542)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                             7,371         4,509
                                                                          --------      --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                  $6,714       $12,051
                                                                          ========      ========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                        5

<page>

                               WESTWOOD ONE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 1 - Basis of Presentation:

     The  accompanying  consolidated  balance  sheet  as of June 30,  2003,  the
consolidated  statements of operations for the three and six month periods ended
June 30, 2003 and 2002 and the consolidated statements of cash flows for the six
months  ended  June  30,  2003 and 2002 are  unaudited,  but in the  opinion  of
management  include all  adjustments  necessary for a fair  presentation  of the
financial  position  and the results of  operations  for the periods  presented.
These  financial  statements  should be read in  conjunction  with the Company's
Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

NOTE 2 - Reclassification:

     Certain  prior  period  amounts  have been  reclassified  to conform to the
current presentation.

NOTE 3 - Earnings Per Share:

     Net income per share is computed  in  accordance  with SFAS No. 128.  Basic
earnings per share  excludes all dilution and is  calculated  using the weighted
average number of shares  outstanding in the period.  Diluted earnings per share
reflects the potential  dilution  that would occur if all financial  instruments
which may be  exchanged  for equity  securities  were  exercised or converted to
Common Stock.

     The  Company  has issued  options  and  warrants  which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The  following  numbers of shares  related to options and warrants were added to
the basic weighted average shares  outstanding to arrive at the diluted weighted
average shares outstanding for each period:

                      Three Months Ended            Six Months Ended
                           June 30,                      June 30,
                      ------------------            ----------------
                      2003         2002             2003        2002
                      ----         ----             ----        ----
        Options       2,482        3,121            2,521      3,201
        Warrants        -            220              -          286

NOTE 4 - Debt:

     At June  30,  2003 the  Company  had  outstanding  borrowings  of  $200,000
pursuant to its  outstanding  notes and $65,000 under its bank revolving  credit
facility.  In addition,  the Company had available  borrowings of $155,000 under
its bank revolving credit facility.

     The estimated  fair value of the Company's  interest rate swaps at June 30,
2003 was $5,897.

                                       6

<page>
NOTE 5 - Stock Options

     The Company  applies APB 25 and related  interpretations  in accounting for
its stock option plans. Accordingly, no compensation expense has been recognized
for its plans. For the three and six-month periods ended June 30, 2003 and 2002,
had  compensation  cost  been  determined  in  accordance  with the  methodology
prescribed  by SFAS 123, the  Company's  net income and earnings per share would
have been reduced by approximately $2,118 and $2,023 ($.02 per basic and diluted
share) for the three month periods, respectively and $4,155 and $4,041 ($.04 per
basic share and $.03 per diluted share) for the six month periods, respectively.
<TABLE>
<CAPTION>
<S>                                  <C>               <C>             <C>            <C>


                                     Three Months Ended June 30,       Six Months Ended June 30,
                                     --------------------------        ------------------------
                                         2003            2002              2003          2002
                                         ----            ----              ----          ----
Net Income as Reported                 $24,336         $30,474           $41,250       $47,917
Deduct:  Total Stock Based
  Employee Compensation Expense,
  Net of Tax                             2,118           2,023             4,155         4,041
                                       -------         -------           ------         ------
Pro Forma Net Income                   $22,218         $28,451           $37,095       $43,876
                                       =======         =======           =======       =======
Net Income Per Share:
  Basic - As Reported                    $.24            $.29              $.40          $.45
  Basic - Pro Forma                      $.22            $.27              $.36          $.41

  Diluted - As Reported                  $.23            $.28              $.39          $.43
  Diluted - Pro Forma                    $.21            $.26              $.35          $.40

</TABLE>

                                       7

<page>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations
        (In thousands, except per share amounts)

     Management's discussion and analysis should be read in conjunction with the
Consolidated  Financial  Statements  and related Notes and the Company's  Annual
Report on Form 10-K for the year ended December 31, 2002.

     Discussions   included  herein  related  to  "revenue"  or  "net  revenues"
corresponds to the financial  statement caption of Net Revenues on the Company's
Consolidated  Statements of  Operations.  The principal  components of Operating
costs  are  personnel  costs  (exclusive  of  corporate  personnel),   affiliate
compensation,  broadcast rights fees, program production and distribution costs,
sales  related  expenses   (including  bad  debt  expenses,   commissions,   and
promotional  and  advertising  expenses),  expenses  related  to  the  Company's
representation agreement with Infinity and news expenses.  Corporate general and
administrative  expenses are primarily  comprised of costs  associated  with the
Infinity  Management   Agreement,   personnel  costs  and  other  administrative
expenses.

Results of Operations

Three Months Ended June 30, 2003 Compared
With Three Months Ended June 30, 2002
-------------------------------------

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net  revenue  decreased  $8,137,  or 6%,  to
$132,675 in the second  quarter of 2003 from  $140,812 in the  comparable  prior
year quarter.  The decrease in net revenue was due principally to a softening of
advertiser  sales after the commencement of the war with Iraq and the continuing
weak economic climate  partially offset by additional  revenues  associated with
new program offerings.

     Operating  costs were $86,504 in the second  quarter of 2003  compared with
$86,146 in the second quarter of 2002. Increases in expenses associated with new
program  offerings,  news and  insurance  were nearly  offset by  reductions  in
employee related expenses.

     Depreciation  and  amortization  was $2,860 in the  second  quarter of 2003
compared with $2,866 in the second quarter of 2002.

     Corporate general and  administrative  expenses  decreased $417, or 20%, to
$1,647 in the second quarter of 2003 from $2,064 in the comparable 2002 quarter.
The decrease is principally attributable to lower compensation expense partially
offset by higher expenses associated with new corporate governance regulations.

     Operating income decreased $8,072, or 16%, to $41,664 in the second quarter
of 2003 from $49,736 in the second quarter of 2002. The decrease is attributable
to lower advertising revenues.

     Interest expense increased 49% to $2,496 in the second quarter of 2003 from
$1,677 in 2002. The increase was  attributable to higher debt outstanding in the
second  quarter of 2003 and  higher  average  interest  rates as a result of the
Company's  issuance of $200 million in a combination of 7 and 10-year fixed rate
Senior Unsecured Notes in the fourth quarter of 2002.

     Income tax expense in the second quarter of 2003 was $14,848  compared with
$17,626 in the second quarter of 2002. The Company's  effective  income tax rate
was  approximately  37.5% in 2003 compared  with 36.7% in 2002.  The increase in
effective  income tax rate was  principally  attributable  to higher state taxes

                                       8

<page>

resulting  from  recently  enacted  tax law  changes  in the  states in which we
operate.

     Net income in the second  quarter of 2003 was $24,336 ($.24 per basic share
and $.23 per diluted share) compared with $30,474 ($.29 per basic share and $.28
per diluted share) in the second quarter of 2002.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 101,771 and 104,253, respectively, in the second
quarter of 2003 compared with 106,751 and 110,092 in the second quarter of 2002.
The decrease is  principally  attributable  to the  Company's  stock  repurchase
program.

Six Months Ended June 30, 2003 Compared
With Six Months Ended June 30, 2002
-----------------------------------

     Net  revenue  for the first  half of 2003  decreased  3% to  $258,470  from
$267,108 in the first half of 2002. The decrease in net revenue was attributable
to the  non-recurrence  of approximately  $6,000 of revenue  associated with the
Company's  exclusive radio broadcast of the Winter Olympics in 2002, a softening
of advertiser  sales prior to and immediately  after the commencement of the war
with Iraq, and a weak economic climate, partially offset by revenue attributable
to new programming.

     Operating  costs  were  $178,556  in the first half of 2003  compared  with
$178,547 in the first half of 2002.  Increases in expenses  associated  with new
program offerings, insurance and news costs were offset by the non-recurrence of
expenses  attributable  to the  Company's  broadcast of the Winter  Olympics and
lower employee related expenses.

     Depreciation  and  amortization  was  $5,740 in the  first  half of 2003 as
compared with $5,701 in the first half of 2002.

     Operating income decreased  $8,176, or 10%, to $70,883 in the first half of
2003 from $79,059 in the comparable 2002 period.  The decrease was  attributable
to lower revenues in the Company's second quarter of 2003.

     Interest  expense  increased  44% to $4,947 in the first  half of 2003 from
$3,435 in the comparable  2002 period.  The increase  results  principally  from
higher debt levels and higher average interest rates.

     Net  income  decreased  14% to $41,250  ($.40 per basic  share and $.39 per
diluted  share) in the first half of 2003 from $47,917 ($.45 per basic share and
$.43 per diluted share) in the comparable 2002 period.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 102,417 and 104,938,  respectively, in the first
six months of 2003  compared  with  106,690 and 110,177 in the  comparable  2002
period.  The  decrease  is  principally  attributable  to  the  Company's  stock
repurchase program.


                                       9

<page>

Liquidity and Capital Resources

     The  business  is  financed  through  cash  flows from  operations  and the
issuance of debt and equity. The Company continually  projects  anticipated cash
requirements,   which   include   share   repurchases,   acquisitions,   capital
expenditures,   and   principal  and  interest   payments  on  its   outstanding
indebtedness,  as well as cash flows generated from operating activity available
to meet  these  needs.  Any net cash  funding  requirements  are  financed  with
short-term borrowings and long-term debt.

     At June 30, 2003, the Company's cash and cash  equivalents  were $6,714,  a
decrease of $657 from the December 31, 2002 balance.

     For the six months  ended June 30,  2003 versus the  comparable  prior year
period, net cash from operating  activities  decreased $21,093. The reduction is
primarily  attributable  to an increase in cash taxes paid  resulting from lower
tax benefits from the exercise of stock options and warrants.

     At June 30, 2003,  the Company had available  borrowings of $155,000 on its
revolving credit facility.  Pursuant to the terms of the facility, the amount of
available  borrowings  declines by $7,500 at the end of each quarter in 2003 and
$10,000 per quarter in 2004 until its  termination  date of September  30, 2004.
During 2003,  the Company has used its  available  cash and bank  borrowings  to
repurchase its Common Stock. For the six months ended June 30, 2003, the Company
repurchased approximately 3,179 shares of Common Stock at a cost of $107,102. In
the month of July,  the Company  repurchased  an additional 635 shares of Common
Stock at a cost of approximately $19,935.

     The Company's  business  does not require,  and is not expected to require,
significant cash outlays for capital expenditures.

     The Company  believes that its cash,  other liquid  assets,  operating cash
flows and available bank borrowings,  taken together, provide adequate resources
to fund ongoing operating requirements.

                                       10

<page>

Item 3. Qualitative and Quantitative Disclosures about Market Risk

     In the normal course of business,  the Company employs established policies
and  procedures  to manage  its  exposure  to changes in  interest  rates  using
financial  instruments.   The  Company  uses  derivative  financial  instruments
(fixed-to-floating  interest  rate swap  agreements)  for the purpose of hedging
specific  exposures and holds all  derivatives  for purposes other than trading.
All  derivative  financial  instruments  held reduce the risk of the  underlying
hedged  item and are  designated  at  inception  as hedges  with  respect to the
underlying  hedged item. Hedges of fair value exposure are entered into in order
to hedge the fair value of a recognized asset, liability, or a firm commitment.

     In order to achieve a desired  proportion  of variable and fixed rate debt,
in December  2002,  the Company  entered  into a seven year  interest  rate swap
agreement  covering $25 million  notional value of its outstanding  borrowing to
effectively  float the interest rate at  three-month  LIBOR plus 74 basis points
and two ten year interest  rate swap  agreements  covering $75 million  notional
value of its  outstanding  borrowing to  effectively  float the interest rate at
three-month LIBOR plus 80 basis points.

     These  swap  transactions  allow the  Company to  benefit  from  short-term
declines  in  interest  rates.  The  instruments  meet all of the  criteria of a
fair-value hedge. The Company has the appropriate  documentation,  including the
risk management objective and strategy for undertaking the hedge, identification
of the hedging instrument, the hedged item, the nature of the risk being hedged,
and how the hedging instrument's  effectiveness  offsets the exposure to changes
in the hedged item's fair value or variability in cash flows attributable to the
hedged risk.

     With respect to the borrowings  pursuant to the Company's  revolving credit
facility, the interest rate on the borrowings is based on the prime rate plus an
applicable  margin of up to .25%,  or LIBOR plus an  applicable  margin of up to
1.25%, as chosen by the Company.  Historically, the Company has typically chosen
the LIBOR  option  with a three  month  maturity.  Every .25% change in interest
rates has the effect of increasing or decreasing our annual interest  expense by
$5,000 for every $2 million of outstanding debt.

     The Company continually monitors its positions with, and the credit quality
of,  the  financial  institutions  that  are  counterparties  to  its  financial
instruments, and does not anticipate nonperformance by the counterparties.

     The Company's  receivables do not represent a significant  concentration of
credit  risk due to the wide  variety  of  customers  and  markets  in which the
Company operates.

Item 4. Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
evaluated the effectiveness of the Company's  disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) and internal control over financial
reporting  (as defined in Exchange  Act Rules  13a-15(f)  and  15d-15(f)  of the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by this report,  and have concluded that the Company's  disclosure  controls and
procedures are effective for gathering, analyzing and disclosing the information
we are  required  to disclose in our  reports  filed  under the  Securities  and
Exchange  Act of 1934.  There have been no  significant  changes in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the evaluation date.


                                       11

<page>

                            PART II OTHER INFORMATION

Items 1 through 3

         These items are not applicable.

Item 4 - Submission of Matters to a Vote of Security Holders

(a)  The Annual Meeting of Shareholders of the Company was held on May 28, 2003.

(b)  The  Matters  voted upon and the  related  voting  results  were as follows
     (holders of Common  Stock and Class B Stock  voted  together on all matters
     except for the election of Class II Directors,  for which holders of Common
     Stock voted alone for the election of Mr. Suleman):

1)   Election of Class II Directors:

                                              FOR                 WITHHELD

          David Dennis                     88,064,089             7,910,218
          Maria Hummer                     88,066,589             7,907,718
          George Miles                     88,080,689             7,893,618
          Farid Suleman                   124,032,034             7,111,273


2)   Ratification  of  the  selection  of  PricewaterhouseCoopers   LLP  as  the
     independent accountants of the Company for fiscal 2003.

                        FOR                  129,651,882
                        AGAINST                1,481,019
                        ABSTAIN                   10,406

Item 5

     Not Applicable.


                                       12

<page>
Item 6 - Exhibits and Reports on Form 8-K

(a)

EXHIBIT
NUMBER                   DESCRIPTION

3.1  Restated Certificate of Incorporation, as filed on October 25, 2002. (14)
3.2  Bylaws of Registrant as currently in effect. (6)
4.1  Note Purchase Agreement, dated December 3, 2002, between Registrant and the
     Purchasers.  (15)
*10.1Employment  Agreement,  dated April 29, 1998, between Registrant and Norman
     J. Pattiz. (8)
10.2 Form of Indemnification  Agreement between Registrant and its Directors and
     Executive Officers. (1)
10.3 Amended and Restated Credit  Agreement,  dated September 30, 1996,  between
     Registrant and The Chase Manhattan Bank and Co-Agents. (6)
10.4 Second  Amended and  Restated  Credit  Agreement  dated  November 17, 2000,
     between Registrant and The Chase Manhattan Bank and Co-Agents. (12)
10.5 Amendment  One dated  October 24, 2002 to the Amended and  Restated  Credit
     Agreement. (15)
10.6 Purchase  Agreement,  dated as of August 24, 1987,  between  Registrant and
     National Broadcasting Company, Inc. (2)
10.7 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and
     Metro Networks, Inc. dated as of June 1, 1999 (9)
*10.8Amendment No. 1 to the  Agreement  and Plan Merger,  dated as of August 20,
     1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks,
     Inc. (10)
10.9 Management Agreement,  dated as of March 30, 1999, and amended on April 15,
     2002 between Registrant and Infinity Broadcasting Corporation. (9) (13)
10.10Representation  Agreement,  dated as of March 31, 1997,  between Registrant
     and CBS, Inc. (7) (13)
10.11 Westwood One Amended 1999 Stock Incentive Plan. (9)
10.12 Westwood One, Inc. 1989 Stock Incentive Plan. (3)
10.13Amendments  to the Westwood One, Inc.  Amended 1989 Stock  Incentive  Plan.
     (4) (5)
10.14Leases,  dated August 9, 1999, between Lefrak SBN LP and Westwood One, Inc.
     and between Infinity and Westwood One, Inc.  relating to New York, New York
     offices. (11)
31.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K

     On April 29,  2003 and May 1, 2003,  Registrant  filed a current  report on
     Form 8-K announcing its first quarter 2003 financial results.

     On May 15, 2003,  Registrant  filed a current report on Form 8-K announcing
     Shane  Coppola  as  its  new  President   and  Chief   Executive   Officer.

*********************************
 *Indicates a  management contract or compensatory plan

                                       13

<page>

(1)  Filed as part of  Registrant's  September  25,  1986  proxy  statement  and
     incorporated herein by reference.
(2)  Filed an exhibit to Registrant's current report on Form 8-K dated September
     4, 1987 and incorporated herein by reference.
(3)  Filed  as  part  of  Registrant's   March  27,  1992  proxy  statement  and
     incorporated herein by reference.
(4)  Filed as an exhibit to  Registrant's  July 20,  1994  proxy  statement  and
     incorporated herein by reference.
(5)  Filed as an exhibit  to  Registrant's  May 17,  1996  proxy  statement  and
     incorporated herein by reference.
(6)  Filed as an exhibit to Registrant's  Quarterly  report on Form 10-Q for the
     quarter ended September 30, 1996 and incorporated herein by reference.
(7)  Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1997 and incorporated herein by reference.
(8)  Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1998 and incorporated herein by reference.
(9)  Filed as an exhibit to  Registrant's  August 24, 1999 proxy  statement  and
     incorporated herein by reference.
(10) Filed as an  exhibit  to  Registrant's  current  report  on Form 8-K  dated
     October 1, 1999 and incorporated herein by reference.
(11) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1999 and incorporated herein by reference.
(12) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 2000 and incorporated herein by reference.
(13) Filed as an exhibit to  Registrant's  April 29,  2002 proxy  statement  and
     incorporated herein by reference.
(14) Filed as an exhibit to Registrant's  Quarterly  report on Form 10-Q for the
     quarter ended September 30, 2002 and incorporated herein by reference.
(15) Filed as an  exhibit  to  Registrant's  current  report  on Form 8-K  dated
     December 3, 2002 and incorporated herein by reference.


                                       14

<page>


                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                                       WESTWOOD ONE, INC.




                                                       By: /S/ Shane Coppola
                                                       ---------------------
                                                         Shane Coppola
                                                         Chief Executive Officer



                                                       By: /S/ Jacques Tortoroli
                                                       -------------------------
                                                         Jacques Tortoroli
                                                         Chief Financial Officer



                                                       Dated:  August 6, 2003


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