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 September 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 November 10, 2003 (excluding  treasury
shares):

         Common Stock, par value $.01 per share - 99,282,789 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       9

  Item 3.       Qualitative and Quantitative Disclosures
                About Market Risk                                  13

  Item 4.       Controls and Procedures                            13


PART II. OTHER INFORMATION

                Exhibits and Reports on Form 8K                    14

                SIGNATURES                                         16
<PAGE>

Item 1 - Financial Statements

                               WESTWOOD ONE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                             <C>                <C>

                                                                  September 30,        December 31,
                                                                  -------------        ------------
                                                                      2003                 2002
                                                                      ----                 ----
                           ASSETS
                           ------
CURRENT ASSETS:
 Cash and cash equivalents                                       $    13,427        $     7,371
 Accounts receivable, net of allowance for doubtful accounts
   of $4,855 (2003) and $11,757 (2002)                               124,179            131,676
 Other current assets                                                 12,920             14,581
                                                                 -----------        -----------
     Total Current Assets                                            150,526            153,628
 PROPERTY AND EQUIPMENT, NET                                          51,378             53,699
 GOODWILL                                                            990,192            990,192
 INTANGIBLE ASSETS, NET                                                7,946              9,647
 OTHER ASSETS                                                         58,339             59,146
                                                                 -----------        -----------
     TOTAL ASSETS                                                $ 1,258,381        $ 1,266,312
                                                                 ===========        ===========

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

CURRENT LIABILITIES:
 Accounts payable                                                $    27,019        $    24,809
 Other accrued expenses and liabilities                               66,020             65,277
 Current maturities of long-term debt                                 85,000               -
                                                                 -----------        -----------
      Total Current Liabilities                                      178,039             90,086
LONG-TERM DEBT                                                       203,042            232,135
DEFERRED INCOME TAXES                                                 33,731             30,733
OTHER LIABILITIES                                                      9,072             10,318
                                                                 -----------        -----------
      TOTAL LIABILITIES                                              423,884            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, 100,030 (2003) and 103,989 (2002)            1,000              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                                          549,777            684,311
 Accumulated earnings                                                287,941            218,981
                                                                 -----------        -----------
                                                                     838,725            904,339
 Less treasury stock, at cost;  140 (2003) and 35 (2002) shares       (4,228)            (1,299)
                                                                 -----------        -----------
      TOTAL SHAREHOLDERS' EQUITY                                     834,497            903,040
                                                                 -----------        -----------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 1,258,381        $ 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            Nine Months Ended
                                                      September 30,                September 30,
                                                   ------------------           -------------------
                                                    2003          2002          2003           2002
                                                    ----          ----          ----           ----

GROSS REVENUES                                    $156,050      $155,738      $455,900       $466,704
  Less Agency Commissions                           21,370        21,909        62,750         65,767
                                                  --------      --------      --------       --------
NET REVENUES                                       134,680       133,829       393,150        400,937
                                                  --------      --------      --------       --------

Operating Costs                                     83,274        85,268       261,830        263,815
Depreciation and Amortization                        2,889         2,879         8,629          8,580
Corporate General and Administrative Expenses        1,735         2,202         5,026          6,003
                                                  --------      --------      --------       --------
                                                    87,898        90,349       275,485        278,398
                                                  --------      --------      --------       --------
OPERATING INCOME                                    46,782        43,480       117,665        122,539
Interest Expense                                     2,546         1,682         7,493          5,117
Other Income                                            (8)          (27)          (44)          (103)
                                                  --------      --------      --------       --------
INCOME BEFORE INCOME TAXES                          44,244        41,825       110,216        117,525
INCOME TAXES                                        16,534        15,123        41,256         42,906
                                                  --------      --------      --------       --------

NET INCOME                                         $27,710       $26,702       $68,960        $74,619
                                                  ========      ========      ========       ========

NET INCOME PER SHARE:
  BASIC                                              $ .28         $ .25         $ .68          $ .70
                                                  ========      ========      ========       ========
  DILUTED                                            $ .27         $ .25         $ .66          $ .68
                                                  ========      ========      ========       ========

WEIGHTED AVERAGE SHARES OUTSTANDING:
  BASIC                                            100,575       105,962       101,803        106,447
                                                  ========      ========      ========       ========
  DILUTED                                          102,868       108,815       104,232        109,638
                                                  ========      ========      ========       ========
</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>

                                                                       Nine Months Ended
                                                                          September 30,
                                                                       -----------------
                                                                        2003          2002
                                                                        ----          ----

CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                          $68,960       $74,619
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Depreciation and amortization                                       8,629         8,580
    Deferred taxes                                                      2,998         3,028
    Other                                                                 477           418
                                                                      -------       -------
                                                                       81,064        86,645
    Changes in assets and liabilities:
     Decrease in accounts receivable                                    7,497         1,273
     Decrease  in other assets                                          1,661         1,339
     Increase in accounts payable and accrued liabilities               4,366        36,344
                                                                      -------       -------
           Net Cash Provided By Operating Activities                   94,588       125,601
                                                                      -------       -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures                                                 (3,307)       (3,298)
  Acquisition of companies and other                                      (63)         (762)
                                                                      -------       -------
              Net Cash Used For Investing Activities                   (3,370)       (4,060)
                                                                      -------       -------
              CASH PROVIDED BEFORE FINANCING ACTIVITIES                91,218       121,541
                                                                      -------       -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                              5,867        28,024
  Borrowings under bank and other long-term obligations                55,000        38,500
  Debt repayments and payments of capital lease obligations              (419)         (247)
  Repurchase of common stock                                         (145,610)     (132,425)
  Repurchase of warrants from related party                              -          (51,070)
                                                                     ---------     --------
              NET CASH (USED IN) FINANCING ACTIVITIES                 (85,162)     (117,218)
                                                                     ---------     --------
NET INCREASE  IN CASH AND CASH EQUIVALENTS                              6,056         4,323

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                        7,371         4,509
                                                                     --------      --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $13,427       $ 8,832
                                                                     ========      ========
</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 September 30, 2003, the
consolidated statements of operations for the three and nine month periods ended
September  30, 2003 and 2002 and the  consolidated  statements of cash flows for
the nine months  ended  September  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               Nine Months Ended
                            September 30,                     September 30,
                          ------------------               -----------------
                         2003            2002             2003            2002
                         ----            ----             ----            ----
      Options           2,293           2,853            2,429           2,981
      Warrants            -               -                -               210

NOTE 4 - Related Party Transactions:
-----------------------------------

     The Company has several agreements with Infinity Broadcasting  Corporation,
a  wholly  owned  subsidiary  of  Viacom  Inc,  and  its  affiliated   companies
("Viacom").  Under the terms of a Management Agreement,  which expires March 31,
2009,  the  Company  is managed by Viacom.  For the three  month  periods  ended
September 30, 2003 and 2002 Viacom  earned cash  compensation  of  approximately
$700 and $1,600, respectively and $2,100 and $4,000, respectively,  for the nine
month  periods  under the  Management  Agreement.  In addition  to earning  cash
compensation  under the  Management  Agreement,  Viacom was granted  warrants to
purchase  the  Company's  Common  Stock.  The fair market  value of the warrants
issued to Viacom is amortized to expense over the term of the Agreement. For the
three month periods ended September 30, 2003 and 2002,  amortization expense for
the  warrants  was  approximately  $350 and $350,  respectively  and  $1,100 and
$1,100, respectively, for the nine month periods.

     In  connection  with the  issuance  of  warrants  to Viacom in May 2002 for
management services to be provided to the Company in the future, the Company has
reflected  the fair value of the warrant  issuance of $48,530 as a component  of
other assets with a corresponding  increase to additional paid in capital in the
accompanying  balance sheet. Upon commencement of the term of the service period
to which the warrants relate, the Company will amortize the cost of the warrants
issued to operations ratably over the five-year service period.
                                        6

<page>

     In  addition  to  the  Management   Agreement,   the  Company  enters  into
transactions  with Viacom in the normal  course of business.  Such  arrangements
include  a  Representation  Agreement  (including  a  related  News  Programming
Agreement,  a License Agreement and a Technical  Services  Agreement) to operate
the CBS Radio  Networks,  affiliation  agreements  with many of  Viacom's  radio
stations and the purchase of  programming  rights from  Viacom.  The  Management
Agreement  provides that all transactions  between the Company and Viacom or its
affiliates must be on a basis that is at least as favorable to the Company as if
the transaction were entered into with an independent  third party. In addition,
subject to specified  exceptions,  all agreements between the Company and Viacom
must be  approved  by the  Company's  Board of  Directors.  For the three  month
periods  ended  September  30,  2003 and 2002,  the  Company  incurred  expenses
aggregating  approximately  $19,200 and $19,900,  respectively,  and $60,600 and
$57,800,  respectively,  for the  nine  month  periods  for  the  Representation
Agreement,  affiliation  agreements and the purchase of programming  rights from
Viacom.

NOTE 5 - Debt:
-------------

     At September  30, 2003 the Company had  outstanding  borrowings of $200,000
pursuant to its  outstanding  notes and $85,000 under its bank revolving  credit
facility.  In addition,  the Company had available  borrowings of $117,500 under
its bank revolving credit facility.  As the Company's  revolving credit facility
matures on September 30, 2004, all borrowings  under the facility are classified
as current.

     The estimated fair value of the Company's  interest rate swaps at September
30, 2003 was $3,042.

NOTE 6 - Insurance Settlement:
-----------------------------

     The Company  reached a settlement  with its insurance  carriers  related to
business  interruption  claims  attributable to the September 11, 2001 terrorist
attacks.  Proceeds,  which approximate  $2,598,  were recorded as a reduction of
Operating Costs.


                                       7

<page>

NOTE 7 - 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 nine-month periods ended September 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 $2,209 and $2,047 ($.02 per basic and diluted
share) for the three month periods, respectively and $6,364 and $6,088 ($.06 per
basic and diluted share) for the nine month periods, respectively.

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

                                     Three Months Ended Sept. 30,    Nine Months Ended Sept. 30,
                                     ----------------------------    ---------------------------
                                          2003          2002             2003             2002
                                          ----          ----             ----             ----
Net Income as Reported                  $27,710       $26,702          $68,960          $74,619
Deduct:  Total Stock Based
  Employee Compensation Expense,
  Net of Tax                              2,209         2,047            6,364            6,088
                                        -------       -------          -------          -------
Pro Forma Net Income                    $25,501       $24,655          $62,596          $68,531
                                        =======       =======          =======          =======
Net Income Per Share:
  Basic - As Reported                     $.28           $.25            $.68             $.70
                                          ====           ====            ====             ====
  Basic - Pro Forma                       $.25           $.23            $.62             $.64
                                          ====           ====            ====             ====

  Diluted - As Reported                   $.27           $.25            $.66             $.68
                                          ====           ====            ====             ====
  Diluted - Pro Forma                     $.25           $.23            $.60             $.63
                                          ====           ====            ====             ====

</TABLE>


                                       8

<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 Viacom and news expenses.  Corporate  general and
administrative  expenses are primarily  comprised of costs  associated  with the
Viacom Management Agreement, personnel costs and other administrative expenses.

Results of Operations
---------------------

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

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising time to advertisers.  Net revenue increased $851, or 1%, to $134,680
in the third quarter of 2003 from $133,829 in the comparable prior year quarter.
Net  revenue  was  affected  by  a  softening  of  advertiser  sales  after  the
commencement of the war with Iraq and the continuing weak economic climate.  The
increase in the quarter was due  principally  to higher  revenue  resulting from
increased  rates charged for national  sports  programming  ($1,417),  partially
offset by  continued  weakness  in local  revenue  associated  with  traffic and
information programming particularly in the Texas and Chicago markets.

     Operating costs decreased $1,994, or 2%, to $83,274 in the third quarter of
2003 from $85,268 in the third quarter of 2002. The decrease in operating  costs
was  attributable  to proceeds  from an insurance  settlement  related to claims
attributable  to the September 11, 2001 terrorist  attacks  ($2,598).  Excluding
this item,  operating costs increased $604, or approximately 1%, in the quarter.
That increase is primarily  attributable to increases in insurance  premiums for
all  coverages  ($207)  and  increased  costs to air  National  Football  League
programming,  partially offset by lower employee related expenses resulting from
lower effective commissions earned by the Company's sales personnel.

     Depreciation  and  amortization  was  $2,889 in the third  quarter  of 2003
compared with $2,879 in the second quarter of 2002.

     Corporate general and  administrative  expenses  decreased $467, or 21%, to
$1,735 in the third quarter of 2003 from $2,202 in the comparable  2002 quarter.
The decrease is principally attributable to lower incentive compensation expense
to related  parties  partially  offset by higher  expenses  associated  with new
corporate governance regulations.

                                       9

<page>

     Operating income increased  $3,302,  or 8%, to $46,782 in the third quarter
of 2003 from $43,480 in the third quarter of 2002.  The increase is  principally
attributable to an insurance settlement and higher revenue.

     Interest expense  increased 51% to $2,546 in the third quarter of 2003 from
$1,682 in 2002. The increase was  attributable to higher debt outstanding in the
third  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 third  quarter of 2003 was $16,534  compared with
$15,123 in the third quarter of 2002.  The Company's  effective  income tax rate
was  approximately  37.5% in 2003 compared  with 36.5% in 2002.  The increase in
effective  income tax rate was  principally  attributable  to higher state taxes
resulting from recently enacted tax law changes in the states in which we
operate.

     Net income in the third quarter of 2003 increased $1,009, or 4%, to $27,710
($.28 per basic share and $.27 per diluted  share) from $26,702  ($.25 per basic
and  diluted  share) in the third  quarter  of 2002.  Net  income  per basic and
diluted share rose 9% and 10%, respectively.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share  decreased 5% to 100,575 and  102,868,  respectively,  in the
third quarter of 2003 from 105,962 and 108,815 in the third quarter of 2002. The
decrease is principally attributable to the Company's stock repurchase program.


Nine Months Ended September 30, 2003 Compared
With Nine Months Ended September 30, 2002
-----------------------------------------

     Net revenue for the first nine months of 2003  decreased  $7,787,  or 2% to
$393,150  from  $400,937 in the first nine months 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, a weak  economic  climate that affected
primarily local revenue  associated  with the Company's  traffic and information
programming  (with the Texas,  San Francisco and Chicago markets being primarily
affected),  and reduced revenue of  approximately  $900 generated from providing
governmental  entities  with  traffic  information  due  to  the  expiration  of
contracts,  partially offset by approximately  $3,300 of revenue attributable to
new programming.

     Operating  costs were  $261,830 in the first nine  months of 2003  compared
with  $263,815  in the first nine months of 2002,  a decrease of $1,985,  or 1%.
Increases in expenses associated with new program offerings,  insurance and news
costs  attributable  to  coverage  of the  war  with  Iraq  were  offset  by the
non-recurrence of expenses attributable to the Company's broadcast of the Winter
Olympics, an insurance settlement ($2,598), and lower employee related expenses,
principally  resulting from lower effective  commissions earned by the Company's
sales personnel.

     Depreciation  and  amortization was $8,629 in the first nine months of 2003
as compared with $8,580 in the first nine months of 2002.


                                       10

<page>
     Corporate general and  administrative  expenses in the first nine months of
2003  decreased  $977,  or 16%,  to $5,026 from  $6,003 in the  comparable  2002
period. The decrease is principally attributable to lower incentive compensation
expense to a related party partially  offset by higher expenses  associated with
new corporate governance regulations.

     Operating  income  decreased  $4,874,  or 4%, to $117,665 in the first nine
months of 2003 from  $122,539 in the  comparable  2002 period.  The decrease was
principally  attributable to lower revenues in the Company's  second quarter of
2003.

     Interest  expense  increased 46% to $7,493 in the first nine months of 2003
from $5,117 in the comparable 2002 period. The increase results principally from
higher debt levels and higher average interest rates.

     Net  income  decreased  8% to  $68,960  ($.68 per basic  share and $.66 per
diluted  share) in the first nine  months of 2003 from  $74,619  ($.70 per basic
share and $.68 per diluted share) in the comparable 2002 period.  Net income per
basic and diluted  share  decreased 3% in the first nine months of 2003 from the
comparable 2002 period.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings  per  share  decreased   approximately   5%  to  101,803  and  104,232,
respectively, in the first nine months of 2003 compared with 106,447 and 109,638
in the comparable 2002 period.  The decrease is principally  attributable to the
Company's stock repurchase program.

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  September  30,  2003,  the  Company's  cash and cash  equivalents  were
$13,427, a increase of $6,056 from the December 31, 2002 balance.

     For the nine months ended  September 30, 2003 versus the  comparable  prior
year period, net cash from operating activities decreased $31,013. 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 September 30, 2003, the Company had available  borrowings of $117,500 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. Accordingly all outstanding borrowings under the revolving credit facility
have been  classified as current on the  Company's  balance  sheet.  The Company
believes it will be able to replace its maturing  revolving credit facility with
a new facility prior to its September 30, 2004 expiration,  however no assurance
can be given that the Company will be successful  in replacing the facility.  In
the event the facility is not replaced,  the Company believes its operating cash
flows will be sufficient to repay the debt as it becomes due.  During 2003,  the
Company has used its available cash and bank borrowings to repurchase its Common


                                       11

<page>

Stock.  For the nine months ended  September 30, 2003,  the Company  repurchased
approximately  4,412 shares of Common Stock at a cost of $145,610.  In the month
of October,  the Company repurchased an additional 156 shares of Common Stock at
a cost of approximately $4,843.

     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.

Other Information
-----------------

     As a result of the extension of the  Management  Agreement with Viacom that
was approved by Shareholders  on May 29, 2002,  starting with the second quarter
of 2004  and  through  the  first  quarter  of  2009,  the  Company's  quarterly
amortization  expense will increase by approximately  $2,100.  The increase will
result  from the  amortization  of the $48,530  fair market  value of the Viacom
warrants issued as part of the extension of the Management Agreement.

                                       12

<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)) 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. No
changes in the Company's  internal  control over  financial  reporting  occurred
during the Company's last fiscal quarter that had  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.


                                       13

<PAGE>

                            PART II OTHER INFORMATION

Items 1 through 5

     These items are not applicable.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

     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)
   *10.1 Employment  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)
   *10.8 Amendment  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)
   10.10 Representation   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)
   10.13 Amendments to the Westwood One,  Inc.  Amended 1989 Stock  Incentive
         Plan. (4) (5)
   10.14 Leases,  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.a  Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002.
   31.b  Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002.
   32.a  Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.
   32.b  Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       14

<PAGE>
(b)  Reports on Form 8-K

     On July 1, 2003, Registrant filed a current report on Form 8-K updating its
     financial guidance for 2003.

     On August 5, 2003, Registrant filed a current report on Form 8-K announcing
     its second quarter 2003 financial results.

     *********************************

*Indicates a management contract or compensatory plan

(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.

                                       15

<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:  November 14, 2003

                                       16