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 March 31, 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                                               95-398044
 (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 April 26, 2004 (excluding treasury
shares):

         Common Stock, par value $.01 per share - 96,999,467 shares Class B
         Stock, par value $.01 per share - 703,466 shares

<page>

                               WESTWOOD ONE, INC.
                               ------------------

                                      INDEX
                                      -----

                                                                    Page No.
                                                                    --------

PART I.  FINANCIAL INFORMATION

  Item 1.         Financial Statements

                  Consolidated Balance Sheets                           3

                  Consolidated Statements of Operations                 4

                  Consolidated Statements of Cash Flows                 5

                  Notes to Consolidated Financial Statements            6

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

  Item 3.         Qualitative and Quantitative Disclosures
                  About Market Risk                                    14

  Item 4.         Controls and Procedures                              14


PART II. OTHER INFORMATION

  Item 2.         Use of Proceeds and Issuer Purchases
                  of Equity Securities                                 15

  Item 6.             Exhibits and Reports on Form 8K                  15

                  SIGNATURES                                           17

                  CERTIFICATIONS                                       18



















<PAGE>
Item 1 - Financial Statements

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

                                                                                March 31,          December 31,
                                                                                  2004                 2003
                                                                                ---------          ------------
                                                                               (Unaudited)
                                     ASSETS
     CURRENT ASSETS:
       Cash and cash equivalents                                                $ 20,027            $   8,665
       Accounts receivable, net of allowance for doubtful accounts
          of $4,676 (2004) and $4,334 (2003)                                     116,499              135,720
       Prepaid and other assets                                                   20,974               21,110
                                                                                --------            ---------
           Total Current Assets                                                  157,500              165,495
     PROPERTY AND EQUIPMENT, NET                                                  49,399               50,562
     GOODWILL                                                                    990,472              990,472
     INTANGIBLE ASSETS, NET                                                        7,054                7,626
     OTHER ASSETS                                                                 41,909               47,879
                                                                              ----------           ----------
             TOTAL ASSETS                                                     $1,246,334           $1,262,034
                                                                              ==========           ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

     CURRENT LIABILITIES:
       Accounts payable                                                         $ 13,516              $13,136
       Amounts payable to related parties                                         19,953               18,680
       Deferred revenue                                                            7,569               12,215
       Income taxes payable                                                        6,346                3,760
       Accrued expenses and other liabilities                                     36,477               32,082
                                                                              ----------           ----------
           Total Current Liabilities                                              83,861               79,873
     LONG-TERM DEBT                                                              316,533              300,366
     DEFERRED INCOME TAXES                                                        37,902               36,902
     OTHER LIABILITIES                                                             8,786                8,943
                                                                              ----------           ----------
             TOTAL LIABILITIES                                                   447,082              426,084
                                                                              ----------           ----------
     COMMITMENTS AND CONTINGENCIES
     SHAREHOLDERS' EQUITY
       Preferred stock: authorized 10,000 shares, none outstanding                  -                    -
       Common stock, $.01 par value: authorized,  261,288 shares;
         issued and outstanding, 97,449 (2004) and 99,057 (2003)                     974                  991
       Class B stock, $.01 par value: authorized,  3,000 shares:
         issued and outstanding, 704 (2004 and 2003)                                   7                    7
       Additional paid-in capital                                                464,605              517,132
       Accumulated earnings                                                      336,567              319,020
                                                                              ----------           ----------
                                                                                 802,153              837,150
       Less treasury stock, at cost;  100 (2004) and 35 (2003) shares             (2,901)              (1,200
                                                                              ----------           ----------
             TOTAL SHAREHOLDERS' EQUITY                                          799,252              835,950
                                                                              ----------           ----------
             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $1,246,334           $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>


                                                                   Three Months Ended
                                                                        March 31,
                                                                        --------
                                                                  2004            2003
                                                                  ----            ----
                                                                      (Unaudited)

   REVENUES                                                     $129,608       $125,795
                                                                --------       --------
   Operating Costs (includes related party expenses
     of $22,515 and $21,128, respectively)                        93,496         92,052
   Depreciation and Amortization (includes related party
     warrant amortization of $338 and $338, respectively)          3,154          2,880
   Corporate General and Administrative Expenses
     (includes related party expenses of $703 and $683,
     respectively)                                                 1,970          1,644
                                                                --------       --------
                                                                  98,620         96,576
                                                                --------       --------
   OPERATING INCOME                                               30,988         29,219
   Interest Expense                                                2,917          2,451
   Other Income                                                     (40)           (20)
                                                                --------       --------
   INCOME  BEFORE INCOME TAXES                                    28,111         26,788
   INCOME TAXES                                                   10,564          9,874
                                                                --------       --------

   NET INCOME                                                    $17,547        $16,914
                                                                 =======        =======

   NET INCOME  PER SHARE:
      BASIC                                                       $ .18          $ .16
                                                                 =======        =======
      DILUTED                                                     $ .18          $ .16
                                                                 =======        =======

   WEIGHTED AVERAGE SHARES OUTSTANDING:
      BASIC                                                       98,003        103,063
                                                                 =======        =======
      DILUTED                                                    100,068        105,638
                                                                 =======        =======

</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>

                                                                         Three Months Ended
                                                                             March 31,
                                                                         ------------------
                                                                         2004          2003
                                                                         ----          ----
                                                                             (Unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                           $17,547       $16,914
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                    3,154         2,880
        Deferred taxes                                                   1,000         1,000
        Amortization of deferred financing costs                           458           159
                                                                       -------       -------
                                                                        22,159        20,953
        Changes in assets and liabilities:
           Decrease in accounts receivable                              19,221        18,777
           Decrease in prepaid and other assets                          2,642         4,551
           (Decrease) in deferred revenue                               (4,646)       (2,812)
           Increase in income taxes payable                              5,784         7,834
           Increase in accounts payable and accrued and
              other liabilities                                          4,764         1,373
           Increase in amounts payable to related parties                1,273         3,993
                                                                       -------       -------
                Net Cash Provided By Operating Activities               51,197        54,669
                                                                       -------       -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures                                                    (989)       (1,046)
  Acquisition of companies and other                                        12          (145)
                                                                       -------       -------
                Net Cash Used For Investing Activities                    (977)       (1,191)
                                                                       -------       -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                               5,843         4,235
  Borrowings under bank and other long-term obligations                120,000            -
  Debt repayments and payments of capital lease obligations           (100,146)         (138)
  Repurchase of common stock                                           (63,286)      (59,525)
  Deferred financing costs                                              (1,269)         (105)
                                                                     ---------      --------
                NET CASH (USED IN) FINANCING ACTIVITIES                (38,858)      (55,533)
                                                                     ---------      --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                    11,362        (2,055)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                         8,665         7,371
                                                                     ---------      --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $20,027        $5,316
                                                                     =========      ========

</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 March 31,  2004,  the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods  ended March 31, 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:
----------------------------

     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:

                                       March 31,
                               -----------------------
                                2004              2003
                                ----              ----
            Options            2,065             2,575

     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 the first quarter of 2004
and 2003:

                                       March 31,
                               -----------------------
                                2004              2003
                                ----              ----
            Options            2,804             1,331

     The per share exercise  prices of the options were  $32.25-$38.34  in 2004,
and  $35.19-$38.34 in 2003. Also excluded were 4,500 warrants issued in May 2002
in conjunction  with extending the terms of the Company's  management  agreement
with a related party.

NOTE 3 - Debt:
--------------

         Long-term debt consists of the following at:

                                       March 31, 2004          December 31, 2003
                                       --------------          -----------------
   Term Loan                              $120,000                     -
   Revolving Credit Facility                  -                    $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)            (3,467)                     366
                                          ---------                --------
                                           $316,533                $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.

                                       6
<page>
     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% of 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  rations.  At March 31,  2004,  the Company had  available
borrowings under the New Facility of $180,000.

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-month periods ended March 31:

                                                        2004          2003
                                                        ----          ----
     Representation Agreement                         $ 6,954        $ 6,735
     Programming and Affiliations                      15,561         14,393
     Management Agreement (excluding warrant
      amortization)                                       703            683
     Warrant Amortization                                 338            338
                                                      -------        -------
                                                      $23,556        $22,149
                                                      =======        =======

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.  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  $2,273  ($.02 per basic and
diluted  share)  in the first  quarter  of 2004 and  $2,037  ($.02 per basic and
diluted share) in the first quarter of 2003.

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                     2004             2003
                                                     ----             ----
     Net Income as Reported                        $17,547          $16,914
     Deduct:  Total Stock Based
      Employee Compensation Expense,
      Net of Tax                                    (2,273)          (2,037)
                                                   -------          -------
     Pro Forma Net Income                          $15,274          $14,877
                                                   =======          =======

     Net Income Per Share:
      Basic - As Reported                            $.18             $.16
                                                     ====             ====
      Basic - Pro Forma                               .16             $.14
                                                     ====             ====

      Diluted - As Reported                          $.18             $.16
                                                     ====             ====
      Diluted - Pro Forma                            $.15             $.14
                                                     ====             ====

                                       7

<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

                                       8
<page>
desired demographic requested by the advertiser for sale at the time their order
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 March 31, 2004 Compared
With Three Months Ended March 31, 2003
--------------------------------------

Revenues

     Revenues presented by type of commercial  advertisements are as follows for
the three-month periods ending March 31,:

                                     2004                          2003
                             -----------------------       ---------------------
                                 $        % of total          $       % of total
                              -------     ----------       -------    ----------
     Local/Regional           $64,651        50%           $63,362        50%
     National                  64,957        50%            62,433        50%
                              -------       ----           -------       ----
     Total (1)               $129,608       100%          $125,795       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 those advertisers.

     Revenues for the first quarter of 2004 increased $3,813, or 3%, to $129,608
compared  with $125,795 in the first quarter of 2003.  Both  local/regional  and
national  revenues  increased in the quarter  compared with the comparable  2003
period.

     During the first  quarter  of 2004,  revenues  aggregated  from the sale of
local/regional airtime increased  approximately 2%, or approximately $1,289, and
national based revenues increased  approximately 4%, or $2,524 compared with the
first quarter of 2003. This increase was evident throughout the country.

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

                                       9
<page>
         We expect our revenues in 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.

Operating Costs

     Operating costs for the three months ended March 31, 2004, and 2003 were as
follows:

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

                                                 2004                         2003
                                          ---------------------        ---------------------
                                             $       % of total           $       % of total
                                          -------    ----------        -------    ----------
    Programming,  production and
     distribution  expenses               $59,919       64%            $57,243        62%
    Selling expenses                       11,195       12%             10,140        11%
    Other operating expenses               22,382       24%             24,669        27%
                                          -------      ----            -------       ----
                                          $93,496      100%            $92,052       100%
                                          =======      ====            =======       ====
</TABLE>

     Operating costs increased  approximately  2%, or $1,444, to $93,496 in 2004
from  $92,052  in the  first  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,  and  expanding  into new  traffic  and
information  markets as well as the development of new program  offerings,  (ii)
higher  selling  expenses  related to  increasing  the size of our sales  staff,
higher commission  expense due to increased  revenue,  partially offset by lower
bad debt expense  (approximately  $600) and (iii) lower other operating expenses
due principally to reductions in personnel and personnel related costs.

     We currently anticipate that operating costs will increase in 2004 compared
with 2003 due to expenses  attributable with the Company's broadcast of the 2004
Summer Olympics,  additional  investments in our national network  audiences and
programs and normal recurring contractual cost increases. In addition, we expect
to make certain continued  investments in our sales support functions to support
our planned growth in revenues.

Depreciation and Amortization

     Depreciation  and  amortization  increased  $274,  or 10%, to $3,154 in the
first quarter of 2004 from $2,880 in the first quarter of 2003. The increase was
principally  attributable  to  depreciation  expense  attributable to management
information systems implemented during the first quarter of 2004.

     As a result of the May 29, 2002 extension of the Management  Agreement with
Viacom 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 higher  amortization
attributable to the fair market value of the warrants issued to Infinity as part
of the extension of the Management Agreement.

Corporate General and Administrative Expenses

     Corporate  general and  administrative  expenses  increased $326, or 20% to
$1,970 in the first  quarter of 2004 from  $1,644 in the first  quarter 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 to increase in
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.

                                       10
<PAGE>
Operating Income

     Operating income increased $1,769, or 6% to $30,988 in the first quarter of
2004 from $29,219 in the first quarter of 2003.

Interest Expense

     Interest expense  increased 19% in the first quarter of 2004 to $2,917 from
$2,451 in 2003.  The increased was  attributable  to higher debt  outstanding as
well  as  due to  approximately  $325  amortization  of  previously  capitalized
deferred debt costs attributable to the refinancing of our bank credit facility.

     We expect that our interest expense will increase in 2004 commensurate with
our anticipated higher average debt levels.

Provision for income taxes

     Income tax expense in the first  quarter of 2004 was $10,564  compared with
$9,874 in the first quarter of 2003. The Company's effective income tax rate was
approximately  37.6% in the first quarter of 2004  compared  with  approximately
36.9% in the first  quarter of 2003.  The increase in the  effective  income tax
rate is  principally  as a result of higher state taxes  resulting from recently
enacted tax law changes in the states in which we operate.

Net income

     Net income in the first  quarter of 2004 was $17,547  compared with $16,914
in the first  quarter of 2003,  an increase of $633, or 4%. Net income per basic
share  increased  approximately  $.02,  or 9%, to $.18 compared with $.16 in the
first  quarter of 2003.  Net income per diluted  share  increased  approximately
$.02, or 10%, to $.18 compared with $.16 in the comparable 2003 period.

Earnings per share

     Weighted  averages  shares  outstanding  used to compute  basic and diluted
earnings  per  share   decreased   approximately   5%  to  98,003  and  100,068,
respectively,  in the first  quarter of 2004  compared with 103,063 and 105,638,
respectively,  in the  first  quarter  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 March 31, 2004,  the Company's  principal  sources of liquidity were its
cash and cash  equivalents  of $20,027 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 March 31, 2004 and
2003,  net cash  provided by  operating  activities  were  $51,197 and  $54,669,
respectively.

     At March 31, 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 March 31,  2004,  the  Company  had  available
borrowings of $180,000 under its New Facility.

                                       11
<page>

     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  quarter  of 2004,  the  Company  principally  used  cash  flow  from
operations to purchase  approximately 2,100 shares of the Company's Common Stock
for a total cost of  approximately  $63,286.  In the first quarter of 2003,  the
Company purchased approximately 1,769 shares of the Company's Common Stock for a
total cost of  $59,525.  In the month of April  2004  (through  April  26),  the
Company  repurchased  an  additional  403  shares of  Common  Stock at a cost of
approximately  $12,731.  The Company expects to continue to use its cash flow to
repurchase its Common Stock. At April 26, 2004, the Company had authorization to
repurchase up to an additional $302,624 of its Common Stock.

     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.

                                       12
<page>
     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
          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.

                                       13

<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-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.

                                       14
<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
                                                                                                Value of Shares that
                                                                    Total Number of Shares          May Yet Be
                                                                      Purchased as Part of      Purchased Under the
                       Number of Shares       Average Price Paid    Publicly Announced Plan      Plans or Programs
   Period            Purchased in Period          Per Share               or Program                     (A)
   ------            -------------------      ------------------    -----------------------     -------------------
January 2004              280,000                  $32.80                 4,060,424              $119,456,000
February 2004             575,000                   30.79                 4,635,424               351,753,000
March 2004              1,245,300                   29.23                 5,880,724               315,355,000
                        ---------                  ------
                        2,100,300                  $30.13
                        =========                  ======
</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 - 5

      These items are 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)
    *10.1 Employment  Agreement,  dated April 29, 1998,  between  Registrant and
          Norman J. Pattiz. (8)
    *10.2 Amendment 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)
    *10.7 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)
     10.8 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)

                                       15
<page>
    10.11 Westwood One, Inc. 1989 Stock Incentive Plan. (3)
    10.12 Amendments  to the Westwood  One,  Inc.  Amended 1989 Stock  Incentive
          Plan. (4) (5)
    10.13 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.

     (b) Reports on Form 8-K

     No Reports on Form 8-K were filed during the first  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

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

(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.

                                       16
<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: May 6, 2004

                                       17