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, 2004

                                       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, 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 30, 2004 (excluding treasury
shares):

     Common Stock, par value $.01 per share - 96,537,417 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                                     16

  Item 4.         Controls and Procedures                               17


PART II. OTHER INFORMATION

  Item 2.         Use of Proceeds and Issuer Purchases
                  of Equity Securities                                  18

  Item 4.         Submission of Matters to a Vote of Security Holders   18

  Item 6.         Exhibits and Reports on Form 8K                       19

                  SIGNATURES                                            21

                  CERTIFICATIONS                                        22


<page>
Item 1 - Financial Statements

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

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

                                                                             June 30,            December 31,
                                                                               2004                  2003
                                                                            -----------          ------------
                                                                            (Unaudited)
                                      ASSETS
     CURRENT ASSETS:
       Cash and cash equivalents                                              $ 13,649             $   8,665
       Accounts receivable, net of allowance for doubtful accounts
          of $4,097 (2004) and $4,334 (2003)                                   125,293               135,720
       Prepaid and other assets                                                 21,828                21,110
                                                                              --------             ---------
           Total Current Assets                                                160,770               165,495
     PROPERTY AND EQUIPMENT, NET                                                48,637                50,562
     GOODWILL                                                                  990,472               990,472
     INTANGIBLE ASSETS, NET                                                      6,762                 7,626
     OTHER ASSETS                                                               40,322                47,879
                                                                              --------             ---------
             TOTAL ASSETS                                                   $1,246,963            $1,262,034
                                                                            ==========            ==========
                       LIABILITIES AND SHAREHOLDERS' EQUITY

     CURRENT LIABILITIES:
       Accounts payable                                                       $ 13,024              $ 13,136
       Amounts payable to related parties                                       18,836                18,680
       Deferred revenue                                                         12,689                12,215
       Income taxes payable                                                        -                   3,760
       Accrued expenses and other liabilities                                   34,741                32,082
                                                                              --------              --------
           Total Current Liabilities                                            79,290                79,873
     LONG-TERM DEBT                                                            342,557               300,366
     DEFERRED INCOME TAXES                                                      40,012                36,902
     OTHER LIABILITIES                                                           8,627                 8,943
                                                                              --------             ---------
             TOTAL LIABILITIES                                                 470,486               426,084
                                                                              --------             ---------
     COMMITMENTS AND CONTINGENCIES
     SHAREHOLDERS' EQUITY
       Preferred stock: authorized 10,000 shares, none outstanding                -                     -
       Common stock, $.01 par value: authorized,  300,000 shares;
         issued and outstanding, 96,261 (2004) and 99,057 (2003)                   963                   991
       Class B stock, $.01 par value: authorized,  3,000 shares:
         issued and outstanding, 704 (2004 and 2003)                                 7                     7
       Additional paid-in capital                                              420,283               517,132
       Accumulated earnings                                                    361,673               319,020
                                                                              --------             ---------
                                                                               782,926               837,150
       Less treasury stock, at cost;  275 (2004) and 35 (2003) shares           (6,449)               (1,200)
                                                                              --------             ---------
             TOTAL SHAREHOLDERS' EQUITY                                        776,477               835,950
                                                                              --------             ---------
             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $1,246,963            $1,262,034
                                                                            ==========            ==========

</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,
                                                                        ------------------              ----------------
                                                                        2004           2003           2004            2003
                                                                        ----           ----           ----            ----
                                                                            (Unaudited)                    (Unaudited)
     NET REVENUES                                                    $139,585       $132,675        $269,193       $258,470
                                                                     --------       --------        --------       --------

     Operating Costs (includes related party expenses
       of $21,812, $20,360 , $44,327 and $41,488,
       respectively)                                                   89,761         86,504         183,257        178,556
     Depreciation and Amortization (includes related party
       warrant amortization of $2,427, $338, $2,765 and
       $676, respectively)                                              4,956          2,860           8,110          5,740
     Corporate General and Administrative Expenses
       (includes related party expenses of $759, $703,
       $1,462, and $1,386, respectively)                                1,806          1,647           3,776          3,291
                                                                     --------        -------        --------       --------
                                                                       96,523         91,011         195,143        187,587
                                                                     --------        -------        --------       --------
     OPERATING INCOME                                                  43,062         41,664          74,050         70,883
     Interest Expense                                                   2,700          2,496           5,617          4,947
     Other (Income) Expense                                               (33)           (16)            (73)           (36
                                                                     --------        -------        --------       --------
     INCOME BEFORE INCOME TAXES                                        40,395         39,184          68,506         65,972
     INCOME TAXES                                                      15,289         14,848          25,853         24,722
                                                                     --------        -------        --------       --------

     NET INCOME                                                       $25,106        $24,336         $42,653        $41,250
                                                                      =======        =======         =======        =======

     EARNINGS PER SHARE:
        BASIC                                                           $ .26          $ .24           $ .44          $ .40
                                                                      =======        =======         =======        =======
        DILUTED                                                         $ .26          $ .23           $ .43          $ .39
                                                                      =======        =======         =======        =======

     WEIGHTED AVERAGE SHARES OUTSTANDING:
        BASIC                                                          96,285        101,771          97,144        102,417
                                                                      =======        =======         =======        =======
        DILUTED                                                        97,910        104,253          98,975        104,938
                                                                      =======        =======         =======        =======

</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,
                                                                                   ----------------
                                                                                  2004          2003
                                                                                  ----          ----
                                                                                     (Unaudited)
     CASH FLOW FROM OPERATING ACTIVITIES:
       Net income                                                               $42,653       $41,250
       Adjustments to reconcile net income to net cash provided by
          operating activities:
             Depreciation and amortization                                        8,110         5,740
             Deferred taxes                                                         339         2,000
             Amortization of deferred financing costs                               542           318
                                                                                -------       -------
                                                                                 51,644        49,308
             Changes in assets and liabilities:
                Accounts receivable                                              10,427        14,025
                Prepaid and other assets                                          4,089         5,499
                Deferred revenue                                                    474           589
                Income taxes payable                                              6,678         1,793
                Accounts payable and accrued
                   and other liabilities                                          2,526        (5,188)
                Amounts payable to related parties                                  156         2,682
                                                                                -------       -------
                     Net Cash Provided By Operating Activities                   75,994        68,708
                                                                                -------       -------
     CASH FLOW FROM INVESTING ACTIVITIES:
       Capital expenditures                                                      (2,372)       (2,336)
       Acquisition of companies and other                                             6           (80)
                                                                                -------       -------
                     Net Cash Used In Investing Activities                       (2,366)       (2,416)
                                                                                -------       -------
     CASH FLOW FROM FINANCING ACTIVITIES:
       Issuance of common stock                                                  11,308         5,430
       Borrowings under bank and other long-term obligations                    155,000        35,000
       Debt repayments and payments of capital lease obligations               (110,295)         (277)
       Repurchase of common stock                                              (123,388)     (107,102)
       Deferred financing costs                                                  (1,269)         -
                                                                                -------      --------
                     Net Cash Used In Financing Activities                      (68,644)      (66,949)
                                                                                -------      --------
     NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         4,984          (657)

     CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                             8,665         7,371
                                                                                -------      --------
     CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $13,649        $6,714
                                                                                =======       =======


          See accompanying notes to consolidated financial statements.
                                      - 5 -

</TABLE>

<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,  2004,  the
consolidated  statements of operations and the  consolidated  statements of cash
flows  for the  three and six month  periods  ended  June 30,  2004 and 2003 are
unaudited,  but in the opinion of management  include all adjustments  necessary
for a fair presentation of the financial position, the results of operations and
cash flows for the periods presented.  Results of operations for interim periods
are not  necessarily  indicative of annual results.  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 - Earnings Per Share:

     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,
                             ------------------             ----------------
                             2004           2003           2004           2003
                             ----           ----           ----           ----
        Options             1,625          2,482          1,831          2,521

     Common  equivalent  shares  are  excluded  in  periods  in  which  they are
anti-dilutive.  The  following  options were excluded  from the  calculation  of
diluted  earnings  per share  because the  exercise  price was greater  than the
average market price of the Company's Common Stock for each period:

                             Three Months Ended             Six Months Ended
                                  June 30,                      June 30,
                             ------------------             ----------------
                             2004           2003           2004           2003
                             ----           ----           ----           ----
        Options             3,751          1,289          3,751          2,521

     The per share exercise  prices of the options were  $30.19-$38.34  in 2004,
and  $35.19-$38.34 in 2003. Also excluded were 4,500 warrants issued in May 2002
in  conjunction  with an  extension  of the  terms of the  Company's  management
agreement with a related party.


                                       6
<PAGE>
NOTE 3 - Debt:

     Long-term debt consists of the following at:

                                      June 30, 2004          December 31, 2003
                                      -------------          -----------------
    Term Loan                           $120,000                     -
    Revolving Credit Facility             25,000                $100,000
    4.64% Senior Unsecured Notes          50,000                  50,000
    5.26% Senior Unsecured Notes         150,000                 150,000
    Fair market value of Swap (a)         (2,443)                    366
                                        --------                --------
                                        $342,557                $300,366
                                        ========                ========
(a)  write-up  (write-down) to market value adjustments for debt with qualifying
     hedges that are recorded as debt on the balance sheet.

     On March 3, 2004, the Company refinanced its existing senior loan agreement
with a syndicate of banks led by JP Morgan  Chase Bank and Bank of America.  The
new  facility is  comprised  of a five-year  $120,000  term loan and a five-year
$180,000  revolving  credit  facility  (collectively  the  "New  Facility").  In
connection with the closing of the New Facility,  the Company  borrowed the full
amount  of the  term  loan,  the  proceeds  of  which  were  used to  repay  the
outstanding borrowings under the prior facility. Interest on the New Facility is
payable at the prime rate plus an applicable  margin of up to .25% or LIBOR plus
an applicable margin of up to 1.25%, at the Company's  option.  The New Facility
contains  covenants  relating to  dividends,  liens,  indebtedness  and interest
coverage  and  leverage  ratios.  At June 30,  2004,  the Company had  available
borrowings under the New Facility of $155,000.

NOTE 4 - Related Party Transactions:

     In  return  for  receiving  services  under  a  management  agreement  (the
"Management   Agreement"),   the  Company  compensates   Infinity   Broadcasting
Corporation ("Infinity"), a wholly-owned subsidiary of Viacom Inc, via an annual
base fee and provides Infinity the opportunity to earn an incentive bonus if the
Company exceeds pre-determined  targeted cash flows. In addition to the base fee
and incentive  compensation,  the Company also granted Infinity fully vested and
non-forfeitable warrants to purchase Company Common Stock.

     In addition to the Management Agreement, the Company also enters into other
transactions with Infinity in the normal course of business.  These transactions
are more fully described in the Company's Annual Report on Form 10-K.

     The Company incurred the following  expenses  relating to transactions with
Infinity or its affiliates for the three and six-month periods ended June 30:

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

                                              Three Months Ended           Six Months Ended
                                                   June 30,                     June 30,
                                              ------------------           ----------------
                                               2004         2003          2004           2003
                                               ----         ----          ----           ----
Representation Agreement                      $6,963       $7,164       $13,917        $13,931
Programming and Affiliations                  14,849       13,196        30,410         27,557
Management Agreement (excluding warrant
  amortization)                                  759          703         1,462          1,386
Warrant Amortization                           2,427          338         2,765            676
                                             -------      -------       -------        -------
                                             $24,998      $21,401       $48,554        $43,550
                                             =======      =======       =======        =======

</TABLE>
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, 2004 and 2003,
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 $2,275 ($.02 per basic share and $.03 diluted
share)  and  $2,118  ($.02 per  basic and  diluted  share)  for the  three-month

                                       7
<page>
periods,  respectively  and $4,548 ($.05 per basic and diluted share) and $4,155
($.04 per basic and diluted share) for the six month periods, respectively.

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

                                          Three Months Ended               Six Months Ended
                                              June 30,                          June 30,
                                          ------------------               ----------------
                                         2004             2003            2004             2003
                                         ----             ----            ----             ----
Net Income as Reported                 $25,106          $24,336         $42,653          $41,250
Deduct:  Total Stock Based
  Employee Compensation Expense,
  Net of Tax                            (2,275)          (2,118)         (4,548)          (4,155)
                                       -------          -------         -------          -------
Pro Forma Net Income                   $22,831          $22,218         $38,105          $37,095
                                       =======          =======         =======          =======

Net Income Per Share:
  Basic - As Reported                   $.26             $.24             $.44            $.40
                                        ====             ====             ====            ====
  Basic - Pro Forma                     $.24             $.22             $.39            $.36
                                        ====             ====             ====            ====

  Diluted - As Reported                 $.26             $.23             $.43            $.39
                                        ====             ====             ====            ====
  Diluted - Pro Forma                   $.23             $.21             $.38            $.35
                                        ====             ====             ====            ====

</TABLE>

                                       8
<page>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (In thousands except for share and per share amounts)

                               EXECUTIVE OVERVIEW

     Westwood  One  supplies  radio and  television  stations  with  information
services and programming. The Company is the largest domestic outsource provider
of traffic reporting services and the nation's largest radio network,  producing
and distributing  national news, sports, talk, music and special event programs,
in addition to local news,  sports,  weather,  video news and other  information
programming.  The commercial airtime that we sell to our advertisers is acquired
from radio and television  affiliates in exchange for our programming,  content,
information, and in certain circumstances, cash compensation.

     The radio  broadcasting  industry has  experienced a significant  amount of
consolidation in recent years. As a result,  certain major radio station groups,
including Infinity and Clear Channel Communications,  have emerged as leaders in
the industry.  Westwood One is managed by Infinity under a Management Agreement,
which expires on March 31, 2009. While Westwood One provides  programming to all
major radio station groups, the Company has affiliation  agreements with most of
Infinity's  owned and operated radio stations,  which in the aggregate,  provide
the  Company  with a  significant  portion  of the  audience  that it  sells  to
advertisers.   Accordingly,   the  Company's  operating   performance  could  be
materially  adversely  impacted  by its  inability  to  continue  to  renew  its
affiliate agreements with Infinity stations.

     The Company derives  substantially all of its revenues from the sale of :10
second,  :30 second  and :60  second  commercial  airtime  to  advertisers.  Our
advertisers  who  target  local/regional   audiences  generally  find  the  most
effective  method is to purchase  shorter  duration  :10 second  advertisements,
which are principally  correlated to traffic and information related programming
and content.  Our advertisers who target national  audiences  generally find the
most  cost   effective   method  is  to  purchase   longer  :30  or  :60  second
advertisements, which are principally correlated to news, talk, sports and music
and entertainment related programming and content. Generally, the greater amount
of  programming  we provide  our  affiliates  the greater  amount of  commercial
airtime is  available  for the Company to sell.  Additionally,  over an extended
period of time an increase in the listening  audience  results in our ability to
generate more revenues. Our goal is to maximize the yield of our available
commercial airtime to optimize revenues.

     In managing our business, we develop programming and exploit the commercial
airtime by concurrently taking into consideration the demands of our advertisers
on both a market  specific  and  national  basis,  the demands of the owners and
management of our radio station  affiliates,  and the demands of our programming
partners  and  talent.  Our  continued  success  and  prospects  for  growth are
dependent  upon our  ability  to manage  the  aforementioned  factors  in a cost
effective  manner.  Our  results  may  also  be  impacted  by  overall  economic
conditions,  trends in demand for radio related  advertising,  competition,  and
risks  inherent in our  customer  base,  including  customer  attrition  and our
ability to generate new business opportunities to offset any attrition.

     There are a variety of factors that  influence the Company's  revenues on a
periodic  basis  including but not limited to: (i) economic  conditions  and the
relative  strength or weakness in the United  States  economy,  (ii)  advertiser
spending  patterns  and  the  timing  of the  broadcasting  of our  programming,
principally the seasonal nature of sports  programming,  (iii) advertiser demand
on a  local/regional  or national  basis for the Company's  related  advertising
products,  (iv) increases or decreases in our portfolio of program offerings and
related  audiences,  including  changes in the  demographic  composition  of our
audience  base and (v)  competitive  and  alternative  programs and  advertising
mediums.

     Our ability to  specifically  isolate  the  relative  historical  aggregate
impact of price and volume is not  practical as  commercial  airtime is sold and
managed  on an  order-by-order  basis.  It should be  noted,  however,  that the
Company closely monitors  advertiser  commitments for the current calendar year,
with  particular  emphasis  placed  on the  next  three  month  period.  Factors
impacting the pricing of commercial airtime include, but are not limited to: (i)
the dollar  value,  length and breadth of the order,  (ii) the desired reach and
audience  demographic,  (iii) the level of commercial  airtime available for the
desired demographic requested by the advertiser for sale at the time their order


                                       9

<page>
is negotiated;  and (iv) the proximity of the date of the order placement to the
desired  broadcast date of the  commercial  airtime.  Our commercial  airtime is
perishable,  and  accordingly,  our revenues are  significantly  impacted by the
commercial  airtime  available at the time we enter into an arrangement  with an
advertiser.

     The  principal   critical   components   of  our  operating   expenses  are
programming, production and distribution costs (including affiliate compensation
and broadcast  rights fees),  selling  expenses  (including  bad debt  expenses,
commissions  and  promotional  expenses),  depreciation  and  amortization,  and
corporate,   general  and   administrative   expenses.   Corporate  general  and
administrative  expenses are primarily  comprised of costs  associated  with the
Infinity  Management   Agreement,   personnel  costs  and  other  administrative
expenses, including those associated with new corporate governance regulations.

     We consider the  Company's  operating  cost  structure to be  predominantly
fixed in nature,  and as a result,  the Company  needs at least  several  months
lead-time to make  reductions in its cost structure to react to what it believes
are more than temporary declines in advertiser demand.  This factor is important
in predicting the Company's  performance in periods when advertiser revenues are
increasing or decreasing.  In periods where advertiser  revenues are increasing,
the fixed  nature of a  substantial  portion of our costs  means that  Operating
Income will grow faster than the  related  growth in revenue.  Conversely,  in a
period  of  declining  revenue  Operating  Income  will  decrease  by a  greater
percentage than the decline in revenue because of the lead-time needed to reduce
the Company's operating cost structure.  Furthermore, if the Company perceives a
decline in revenue to be temporary, it may choose not to reduce its fixed costs,
or may even  increase  its fixed  costs,  so as to not limit its  future  growth
potential when the advertising marketplace rebounds.


Results of Operations

Three Months Ended June 30, 2004 Compared
With Three Months Ended June 30, 2003
-------------------------------------

Revenues

     Revenues presented by type of commercial  advertisements are as follows for
the three-month periods ending June 30,:

                                       2004                         2003
                                ---------------------      ---------------------
                                    $      % of total          $      % of total
                                --------   ----------      --------   ----------
       Local/Regional            $76,397       55%          $73,907        56%
       National                   63,188       45%           58,768        44%
                                 -------      ----         --------       ----
       Total (1)                $139,585      100%         $132,675       100%
                                ========      ====         ========       ====

(1)  As described above, the Company currently  aggregates revenue data based on
     the type of commercial airtime sold. A number of advertisers  purchase both
     local/regional and national  commercial airtime.  Accordingly,  this factor
     should be  considered in evaluating  the relative  revenues  generated on a
     local/regional  versus national  basis.  Our objective is to optimize total
     revenues from advertisers.

     Revenues  for the  second  quarter  of 2004  increased  $6,910,  or 5%,  to
$139,585   compared  with  $132,675  in  the  second   quarter  of  2003.   Both
local/regional  and national revenues increased in the quarter compared with the
comparable 2003 period.

     During the second  quarter of 2004,  revenues  aggregated  from the sale of
local/regional airtime increased  approximately 3%, or approximately $2,490, and
national based revenues increased  approximately 8%, or $4,420 compared with the
second quarter of 2003. This increase is the result of an increase in demand for
our local/regional products and services.

     In the second  quarter of 2004,  the  increase in our  aggregated  national
based revenues was  accomplished  through  attaining higher revenues in the news
and   entertainment   programming   categories   and  through   adding   station
affiliations.

                                       10

<page>
Operating Costs

     Operating  costs for the three months ended June 30, 2004, and 2003 were as
follows:
<TABLE>
<CAPTION>
<S>                                          <C>       <C>                  <C>        <C>

                                                   2004                            2003
                                             --------------------           ---------------------
                                                $      % of total              $       % of total
                                             -------   ----------           -------    ----------
       Programming,  production and
        distribution  expenses               $55,877       62%              $53,531         62%
       Selling expenses                        9,317       11%               10,984         13%
       Other operating expenses               24,567       27%               21,989         25%
                                             -------       ---              -------        ----
                                             $89,761      100%              $86,504        100%
                                             =======      ====              =======        ====
</TABLE>

     Operating costs increased  approximately  4%, or $3,257, to $89,761 in 2004
from  $86,504  in the second  quarter  of 2003.  The  increase  was  principally
attributable  to (i)  increases  in  programming,  production  and  distribution
expenses  resulting  from the  investment in additional  network  audiences as a
result  of  adding  station   affiliations,   expanding  into  new  traffic  and
information  markets and the  development of new program  offerings,  (ii) lower
selling  expenses  related to decreasing the size of our sales  management,  and
lower bad debt expense  (approximately  $360) and (iii)  higher other  operating
expenses due principally to increases in personnel and personnel related costs.

Depreciation and Amortization

     Depreciation and amortization  increased  $2,096,  or 73%, to $4,956 in the
second  quarter of 2004 from $2,860 in the second  quarter of 2003. The increase
was principally  attributable to higher amortization  resulting from an increase
in the fair  market  value of the  warrants  issued to  Infinity  as part of the
extension of the Management  Agreement  which commenced in the second quarter of
2004.

Corporate General and Administrative Expenses

     Corporate general and  administrative  expenses  increased $159, or 10%, to
$1,806 in the second  quarter of 2004 from $1,647 in the second quarter of 2003.
The increase was principally attributable to higher expenses associated with our
corporate  governance  activities,  including  fees  incurred  for  professional
services.

Operating Income

     Operating income increased  $1,398, or 3%, to $43,062 in the second quarter
of 2004 from $41,664 in the second quarter of 2003.

Interest Expense

     Interest expense  increased 8% in the second quarter of 2004 to $2,700 from
$2,496 in 2003.  The  increase  was  principally  attributable  to  higher  debt
outstanding.

Provision for income taxes

     Income tax expense in the second quarter of 2004 was $15,289  compared with
$14,848 in the second quarter of 2003. The Company's  effective  income tax rate
in the second quarter of 2004 was approximately  37.8% which was consistent with
the rate experienced in the comparable period of 2003.

                                       11
<page>

Net income

     Net income in the second quarter of 2004 was $25,106  compared with $24,336
in the second  quarter of 2003, an increase of $770, or 3%. Net income per basic
share  increased  approximately  $.02,  or 9%, to $.26 compared with $.24 in the
second  quarter of 2003.  Net income per diluted share  increased  approximately
$.03, or 10%, to $.26 compared with $.23 in the comparable 2003 period.

Earnings per share

     Weighted  averages  shares  outstanding  used to compute  basic and diluted
earnings   per  share   decreased   approximately   6%  to  96,285  and  97,910,
respectively,   in  the  second  quarter  of  2004  from  101,771  and  104,253,
respectively,  in the  second  quarter  of 2003.  The  decrease  is  principally
attributable to the Company's stock repurchase program.

Six Months Ended June 30, 2004 Compared
With Six Months Ended June 30, 2003
-----------------------------------

Revenues

     Revenues presented by type of commercial  advertisements are as follows for
the six-month periods ending June 30,:

                                    2004                          2003
                             ----------------------      -----------------------
                                  $      % of total           $       % of total
                             ---------   ----------      ---------    ----------
        Local/Regional       $ 141,048      52%          $ 137,269        53%
        National               128,145      48%            121,201        47%
                             ---------     ----          ---------       ----
        Total (1)            $ 269,193     100%          $ 258,470       100%
                             =========     ====          =========       ====

     (1)  As described  above,  the Company  currently  aggregates  revenue data
          based on the type of commercial  airtime sold. A number of advertisers
          purchase  both   local/regional  and  national   commercial   airtime.
          Accordingly,  this  factor  should be  considered  in  evaluating  the
          relative revenues generated on a local/regional versus national basis.
          Our objective is to optimize total revenues from advertisers.

     Revenues for the first half of 2004 increased  $10,723,  or 4%, to $269,193
compared  with  $258,470  in the first  half of 2003.  Both  local/regional  and
national revenues  increased in the first half compared with the comparable 2003
period.

     During the first six months of 2004,  revenues  aggregated from the sale of
local/regional airtime increased  approximately 3%, or approximately $3,779, and
national based revenues increased  approximately 6%, or $6,944 compared with the
first half of 2003.  The increase is a result of higher  demand for our products
and services.

     In the first half of 2004,  the increase in our  aggregated  national based
revenues was  accomplished  through  attaining  higher  revenues in the news and
entertainment programming categories and through adding station affiliations.

     We expect our  revenues  for the second half of 2004 to  increase  compared
with 2003,  resulting  primarily from an anticipated  overall increase in demand
for our  product  offerings  due to  higher  audience  delivery,  the  Company's
exclusive U.S. radio broadcast of the 2004 Summer Olympics, inventory management
initiatives,  and  the  development  of new  distribution  alternatives  for our
content.

                                       12
<PAGE>
Operating Costs

     Operating  costs for the six months  ended  June 30,  2004 and 2003 were as
follows:

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

                                                    2004                       2003
                                            ----------------------     ----------------------
                                                $       % of total         $       % of total
                                            --------    ----------     --------    ----------
     Programming,  production and
       distribution  expenses               $115,796       63%         $110,774        62%
     Selling expenses                         20,512       11%           21,124        12%
     Other operating expenses                 46,949       26%           46,658        26%
                                            --------      ----         --------       ----
                                            $183,257      100%         $178,556       100%
                                            ========      ====         ========       ====
</TABLE>

     Operating costs increased  approximately 3%, or $4,701, to $183,257 in 2004
from  $178,556 in the first six months of 2003.  The  increase  was  principally
attributable  to (i)  increases  in  programming,  production  and  distribution
expenses  resulting  from the  investment in additional  network  audiences as a
result  of  adding  station   affiliations,   expanding  into  new  traffic  and
information  markets  and the  development  of new program  offerings,  and (ii)
decreased  selling  expenses  related to lower bad debt  expense  (approximately
$950).

     We currently  anticipate  that operating costs will continue to increase in
the second half of 2004 compared with 2003 due to expenses  attributable  to the
Company's broadcast of the 2004 Summer Olympics,  additional  investments in our
national network audiences and programs,  and normal recurring  contractual cost
increases.

Depreciation and Amortization

     Depreciation and amortization  increased  $2,370,  or 41%, to $8,110 in the
first six months of 2004 from $5,740 in the comparable 2003 period. The increase
was principally  attributable to higher amortization  resulting from an increase
in the fair  market  value of the  warrants  issued to  Infinity  as part of the
extension of the Management  Agreement which was effective in the second quarter
of 2004.

     We  expect   depreciation  and   amortization   expense  will  increase  by
approximately  $2,100  for  the  remaining  two  quarters  in  2004  versus  the
comparable period in the prior year due to increased warrant amortization.

Corporate General and Administrative Expenses

     Corporate general and  administrative  expenses  increased $485, or 15%, to
$3,776 in the first half of 2004 from $3,291 in the  comparable  period of 2003.
The increase was principally attributable to higher expenses associated with our
corporate  governance  activities,  including  fees  incurred  for  professional
services.

     We expect our corporate general and  administrative  costs will continue to
increase  in the second  half of 2004  compared  with  2003.  We expect to incur
increased   expenses  relating  to  our  compliance  and  corporate   governance
activities.  Further, we note that our incentive bonus arrangement with Infinity
is variable, contingent upon our performance.

Operating Income

     Operating income increased  $3,167,  or 4%, to $74,050 in the first half of
2004 from $70,883 in the same period of 2003.

Interest Expense

     Interest  expense  increased  14% in the first half of 2004 to $5,617  from
$4,947 in 2003. The increase was attributable to higher debt outstanding as well

                                       13
<page>
as  the  $325  amortization  of  previously   capitalized  deferred  debt  costs
attributable to the refinancing of our bank credit facility.

     We expect that our interest expense will continue to increase in the second
half of 2004 versus the comparable  period in the prior year  commensurate  with
our anticipated higher average debt levels.

Provision for income taxes

     Income tax  expense in the first six  months of 2004 was  $25,853  compared
with $24,722 in the first six months of 2003. The Company's effective income tax
rate in the first half of 2004 was  approximately  37.7%,  which is  consistent
with the rate experienced in the comparable 2003 period.

Net income

     Net  income in the  first six  months  of 2004 was  $42,653  compared  with
$41,250 in the comparable 2003 period,  an increase of $1,403, or 3%. Net income
per basic share increased  approximately $.04, or 9%, to $.44 compared with $.40
in the first half of 2003. Net income per diluted share increased  approximately
$.04, or 10%, to $.43 compared with $.39 in the comparable 2003 period.

Earnings per share

     Weighted  averages  shares  outstanding  used to compute  basic and diluted
earnings per share decreased  approximately 5% and 6% respectively to 97,144 and
98,975, respectively,  in the first six months of 2004 compared with 102,417 and
104,938,  respectively,  in the same period of 2003. The decrease is principally
attributable to the Company's stock repurchase program.

Liquidity and Capital Resources

     The Company  continually  projects  anticipated  cash  requirements,  which
include share repurchases, acquisitions, capital expenditures, and principal and
interest  payments on its outstanding  indebtedness.  Funding  requirements  are
financed  through  cash flow from  operations,  and the  issuance of  short-term
borrowings and/or long-term debt.

     At June 30, 2004,  the Company's  principal  sources of liquidity  were its
cash and cash  equivalents  of $13,649 and available  borrowings  under its bank
facility which is further described below.

         The Company has and continues to expect to generate significant cash
flows from operating activities. For the three month periods ended June 30, 2004
and 2003, net cash provided by operating activities were $75,994 and $68,708,
respectively.

     At June 30,  2004,  the Company had an unsecured  $120,000  term loan and a
$180,000 bank revolving credit facility (the "New Facility"),  $50,000 in senior
unsecured  notes due in 2009 and $150,000 in senior  unsecured notes due in 2012
(collectively  the  "Notes").  At June  30,  2004,  the  Company  had  available
borrowings of $155,000 under its New Facility.

     In conjunction with the Company's objective of enhancing shareholder value,
the Company's Board of Directors has authorized a stock repurchase  program.  In
the first half of 2004, the Company  principally  used cash flow from operations
and bank  borrowings  to purchase  approximately  4,346 shares of the  Company's
Common Stock for a total cost of approximately $123,388. In the first six months
of 2003,  the Company  purchased  approximately  3,179  shares of the  Company's
Common  Stock for a total cost of  $107,102.  In the month of July,  the Company
repurchased an additional 950 shares of Common Stock at a cost of  approximately
$21,877.  The Company expects to continue to use its cash flow to repurchase its
Common Stock. At July 30, 2004, the Company had  authorization  to repurchase up
to an additional $233,375 of its Common Stock.

                                       14

<PAGE>


     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.

Forward-Looking Statements and Factors Affecting Forward-Looking Statements

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for  forward-looking  statements  made  by or on  the  behalf  of  the  Company.
Forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially  different from any future results,  performance or
achievements  expressed  or implied by such  forward-looking  statements.  These
statements  are  based on  management's  views and  assumptions  at the time the
statements  are made,  however  no  assurances  can be given  that  management's
expectations will come to pass. The forward-looking  statements included in this
document are only made as of the date of this  document and the Company does not
have any obligation to publicly update any forward-looking  statement to reflect
subsequent events or circumstances.

Factors That May Affect Forward-Looking Statements

     A wide range of factors could  materially  affect future  developments  and
performance including the following:

     --   The Company is managed by Infinity  under the terms of the  Management
          Agreement,  which  expires  in 2009.  In  addition,  the  Company  has
          extensive  business  dealings with Infinity and its  affiliates in its
          normal course of business.  The Company's  business prospects could be
          adversely  affected by its  inability  to retain  Infinity's  services
          under the Management Agreement beyond the contractual term.

     --   The  Company  competes  in a highly  competitive  business.  Its radio
          programming  competes for audiences and advertising  revenues directly
          with radio and television  stations and other syndicated  programming,
          as well as with  such  other  media as  newspapers,  magazines,  cable
          television,  outdoor advertising and direct mail. Audience ratings and
          revenue  shares  are  subject to change  and any  adverse  change in a
          particular geographic area could have a material and adverse effect on
          the Company's  ability to attract not only advertisers in that region,
          but  national  advertisers  as well.  Future  operations  are  further
          subject to many  factors  which could have an adverse  effect upon the
          Company's financial performance. These factors include:

          -    economic   conditions,   both   generally  and  relative  to  the
               broadcasting   industry;
          -    shifts in population and other demographics;
          -    the level of competition for advertising dollars;
          -    fluctuations in programming costs;
          -    technological changes and innovations;
          -    changes in labor conditions; and
          -    changes in  governmental  regulations and policies and actions of
               federal regulatory bodies.

     Although the Company  believes that its radio  programming  will be able to
compete  effectively  and will continue to attract  audiences  and  advertisers,
there can be no assurance  that the Company will be able to maintain or increase
the current audience ratings and advertising revenues.

     --   The radio  broadcasting  industry has experienced a significant amount
          of consolidation  in recent years. As a result,  certain major station
          groups,  including  Infinity and Clear  Channel  Communications,  have
          emerged  as  leaders  in the  industry.  Given the size and  financial
          resources of these station  groups,  they may be able to develop their
          own  programming  as a  substitute  to that  offered  by the  Company.
          Alternatively,   they  could  seek  to  obtain  programming  from  the

                                       15

<page>
          Company's competitors.  Any such occurrences,  or merely the threat of
          such  occurrences,  could  adversely  affect the Company's  ability to
          negotiate  favorable  terms with its  station  affiliates,  to attract
          audiences and to attract advertisers.

     --   Changes  in  U.S.  financial  and  equity  markets,  including  market
          disruptions and significant  interest rate fluctuations,  could impede
          the Company's  access to, or increase the cost of, external  financing
          for its operations and investments.

     --   Changes in tax rates may adversely affect the Company's profitability.

     --   The Company  believes  relations  with its employees  and  independent
          contractors are  satisfactory.  However,  the Company may be adversely
          affected by future labor  disputes,  which may lead to increased costs
          or disruption of operations in any of the Company s business units.

     This list of factors that may affect future performance and the accuracy of
forward-looking  statements  is  illustrative,  but by no means  all  inclusive.
Accordingly,  all  forward-looking  statements  should  be  evaluated  with  the
understanding of their inherent uncertainty.

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.

                                       16

<page>
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-14 and 15d-14 of the  Securities  Exchange Act of 1934,
as amended) within 90 days of the filing date of 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.

                                       17

<PAGE>
PART II. OTHER INFORMATION

Item 1

      This item is not applicable.

Item 2 - Use of Proceeds and Issuer Purchases of Equity Securities
<TABLE>
<CAPTION>
<S>             <C>                        <C>                   <C>                      <C>

                                                                                            Approximate Dollar
                                                                   Total Number of         Value of Shares that
                                                                   Shares Purchased            May Yet Be
                                                                 as Part of Publicly       Purchased Under the
                  Number of Shares         Average Price Paid       Announced Plan          Plans or Programs
  Period        Purchased in Period            Per Share              or Program                   (A)
  ------        -------------------        ------------------    -------------------       -------------------
April 2004            437,500                   $31.60                 6,318,224              $301,529,000
May 2004              788,000                    27.40                 7,106,224               279,937,000
June 2004           1,020,000                    24.20                 8,126,224               255,253,000
                    ---------
                    2,245,500                   $26.77
                    =========

</TABLE>


     (A)  Represents  remaining  authorization  from the $250 million repurchase
          authorization  approved on September 25, 2002 and the additional  $250
          million  repurchase  authorization  approved by the Company's Board of
          Directors on February 24, 2004.

Items 3

      This item is not applicable.

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

     (a)  The Annual Meeting of  Shareholders of the Company was held on May 13,
          2004.

     (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 I  Directors,  for  which
          holders of Common  Stock voted alone for the  election of Mr. Holt and
          Mr. Smith).

          (1)  Election of Class I Directors:

                                                   FOR              WITHHELD
                                                   ---              --------

                 Shane Coppola                 123,556,769         1,617,728
                 Dennis Holt                    88,690,935         1,314,562
                 Mel Karmazin                  121,862,720         3,311,777
                 Norman J. Pattiz              124,138,763         1,035,734
                 Joseph B. Smith                88,677,661         1,327,836

          (2)  Ratification  of the selection of  PricewaterhouseCoopers  LLP as
               the independent accountants of the Company for Fiscal 2004.

                         FOR                            124,126,805
                         AGAINST                          1,010,618
                         ABSTAIN                             37,074

                                       18

<page>

Item 5

     This item is not applicable.

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)
*10.2Amendment  to  Employment  Agreement,   dated  October  27,  2003,  between
     Registrant and Norman J. Pattiz.
10.3 Form of Indemnification  Agreement between Registrant and its Directors and
     Executive Officers. (1)
10.4 Credit Agreement,  dated March 2, 2004,  between Registrant and The Lenders
     and JPMorgan Chase Bank as Administrative Agent.
10.5 Purchase  Agreement,  dated as of August 24, 1987,  between  Registrant and
     National Broadcasting Company, Inc. (2)
10.6 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and
     Metro Networks, Inc. dated of June 1, 1999 (9)
*10.7Amendment 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)
10.8 Management Agreement,  dated as of March 30, 1999, and amended on April 15,
     2002 between Registrant and Infinity Broadcasting Corporation. (9) (13)
10.9 Representation  Agreement,  dated as of March 31, 1997,  between Registrant
     and CBS, Inc. (7) (13)
10.10 Westwood One Amended 1999 Stock Incentive Plan. (9)
10.11 Westwood One, Inc. 1989 Stock Incentive Plan. (3)

10.12Amendments  to the Westwood One, Inc.  Amended 1989 Stock  Incentive  Plan.
     (4) (5)
10.13Leases,  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.

(b) Reports on Form 8-K

     No Reports on Form 8-K were filed during the second quarter of 2004. A Form
     8-K was  furnished on February 18, 2004 in  connection  with the  Company's
     disclosure of certain earnings information.


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

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

                                       19
<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.

                                       20

<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/Andrew Zaref
                                                         -----------------------
                                                         Andrew Zaref
                                                         Chief Financial Officer


                                                      Dated: July 30, 2004

                                       21