FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended March 31, 1999                 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.)



              9540 WASHINGTON BLVD., CULVER CITY, CALIFORNIA 90232
              ----------------------------------------------------
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (310) 204-5000




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
                                       ---     ---

As of May 6,  1999,  27,946,135  shares of  Common  Stock,  excluding  7,058,595
treasury  shares,  were  outstanding  and  351,733  shares of Class B Stock were
outstanding.


                                       1

<PAGE>


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

                                      INDEX
                                      -----




PART I.  FINANCIAL INFORMATION:                                         Page No.
                                                                        --------


               Consolidated Balance Sheets                                 3

               Consolidated Statements of Operations                       4

               Consolidated Statements of Cash Flows                       5

               Notes to Consolidated Financial Statements                  6

               Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                                  7





PART II. OTHER INFORMATION                                                10

         SIGNATURES                                                       11

















                                       2

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                             <C>                    <C>
                                                                                March 31,              December 31,
                                                                                   1999                   1998
                                                                                   ----                   ----
                                     ASSETS
                                     ------
CURRENT ASSETS:
  Cash and cash equivalents                                                      $  3,580               $  2,549
  Accounts receivable, net of allowance for doubtful accounts
     of $3,925 (1999) and $3,720 (1998)                                            54,834                 75,402
  Other current assets                                                              7,462                  7,712
                                                                                 --------               --------
                           Total Current Assets                                    65,876                 85,663
PROPERTY AND EQUIPMENT, NET                                                        23,486                 24,353
INTANGIBLE ASSETS, NET                                                            221,547                224,242
OTHER ASSETS                                                                       11,064                 11,021
                                                                                 --------               --------
                             TOTAL ASSETS                                        $321,973               $345,279
                                                                                 ========               ========

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

CURRENT LIABILITIES:
  Accounts payable                                                               $ 24,552               $ 28,484
  Other accrued expenses and liabilities                                           35,611                 50,068
                                                                                 --------               --------
                           Total Current Liabilities                               60,163                 78,552
LONG-TERM DEBT                                                                    177,000                170,000
OTHER LIABILITIES                                                                  18,421                 19,509
                                                                                 --------               --------
                             TOTAL LIABILITIES                                    255,584                268,061
                                                                                 --------               --------
COMMITMENTS AND CONTINGENCIES                                                         -                      -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000,000 shares, none outstanding                     -                      -
  Common stock, $.01 par value: authorized,  117,000,000 shares;
    issued and outstanding, 34,985,730 (1999) and 34,962,230 (1998)                   350                    350
  Class B stock, $.01 par value: authorized,  3,000,000 shares:
    issued and outstanding, 351,733 (1999 and 1998)                                     4                      4
  Additional paid-in capital                                                      206,780                206,688
  Accumulated earnings (deficit)                                                      481                  1,143
                                                                                 --------               --------
                                                                                  207,615                208,185
  Less treasury stock, at cost; 7,050,095 (1999) and 6,647,095 (1998) shares     (141,226)              (130,967)
                                                                                 --------                -------
                             TOTAL SHAREHOLDERS' EQUITY                            66,389                 77,218
                                                                                 --------               --------
                             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $321,973               $345,279
                                                                                 ========               ========

</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,
                                                                                   1999            1998
                                                                                   ----            ----

GROSS REVENUES                                                                   $67,745         $61,059
  Less Agency Commissions                                                          9,227           7,719
                                                                                 -------         -------
NET REVENUES                                                                      58,518          53,340
                                                                                 -------         -------
Operating Costs and Expenses Excluding
 Depreciation and Amortization                                                    51,120          46,833
Depreciation and Amortization                                                      4,568           3,435
Corporate General and Administrative Expenses                                      1,193           1,090
                                                                                 -------         -------
                                                                                  56,881          51,358
                                                                                 -------         -------
OPERATING INCOME                                                                   1,637           1,982
Interest Expense                                                                   3,011           2,079
Other Income                                                                        (191)           (178)
                                                                                 -------         -------
INCOME (LOSS) BEFORE INCOME TAXES                                                 (1,183)             81
INCOME TAXES                                                                        (521)             32
                                                                                 -------         -------
NET INCOME (LOSS)                                                                  ($662)            $49
                                                                                 =======         =======

NET INCOME (LOSS) PER SHARE:
  BASIC                                                                           $(.02)           $.00
                                                                                  ======           ====
  DILUTED                                                                         $(.02)           $.00
                                                                                  ======           ====

WEIGHTED AVERAGE SHARES OUTSTANDING:
  BASIC                                                                           28,268         31,664
                                                                                 =======        =======
  DILUTED                                                                         31,592         35,251
                                                                                 =======        =======
</TABLE>



          See accompanying notes to consolidated financial statements.
                                        4

 
                                        

<PAGE>

                                WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                      ---------------------
                                                                                      1999             1998
                                                                                      ----             ----
<S>                                                                                  <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                  ($662)           $  49
  Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
        Depreciation and amortization                                                4,568            3,435
        Other                                                                         (392)              78
                                                                                    ------           ------
                                                                                     3,514            3,562
        Changes in assets and liabilities:
           Decrease in accounts receivable                                          20,568           15,801
           Decrease (Increase) in prepaid assets                                       250             (150)
           Decrease in accounts payable and accrued liabilities                     (8,910)          (2,825)
                                                                                   -------          -------
                  Net Cash Provided By Operating Activities                         15,422           16,388
                                                                                   -------          -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                                (9,919)          (1,316)
  Capital expenditures                                                                (544)            (239)
                                                                                   -------          -------
                  Net Cash Used For Investing Activities                           (10,463)          (1,555)
                                                                                   -------          -------
                  CASH PROVIDED BEFORE FINANCING ACTIVITIES                          4,959           14,833
                                                                                   -------          -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Borrowings under bank and other long-term obligations                              7,000              -
  Issuance of common stock                                                              92               73
  Debt repayments and payments of capital lease obligations                           (761)          (8,000)
  Repurchase of common stock                                                       (10,259)          (5,007)
                                                                                   -------          -------
                              NET CASH (USED IN) FROM FINANCING ACTIVITIES          (3,928)         (12,934)
                                                                                   -------          -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                            1,031            1,899

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     2,549            2,763
                                                                                   -------          -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $ 3,580          $ 4,662
                                                                                   =======          =======

</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,  1999,  the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods  ended March 31, 1999 and 1998 are  unaudited,
but in the opinion of management  include all  adjustments  necessary for a fair
presentation  of the financial  position and the results of  operations  for the
periods presented.

         These  financial  statements  should  be read in  conjunction  with the
Company's  Annual Report on Form 10-K,  filed with the  Securities  and Exchange
Commission.


NOTE 2 - Earnings Per Share:
----------------------------

         Net income  (loss) 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,
                                    ------------------
                                    1999          1998
                                    ----          ----
                  Warrants         2,661         2,719
                  Options            663           873


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

         At March 31, 1999 the Company had  outstanding  borrowings  of $177,000
under its bank revolving credit facility and available borrowings of $18,000.


                                       6
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
                    (In thousands, except per share amounts)

         On May 1, 1998,  the  Company  purchased  the  operating  assets of the
Shadow Traffic operations in Baltimore, Boston, Dallas, Detroit, Houston, Miami,
Sacramento,  San Diego,  San  Francisco  and  Washington,  D.C.  The  results of
operations  for  these  additional  cities  are  included  in  the  consolidated
financial statements of the Company from May 1, 1998.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED
  WITH THREE MONTHS ENDED MARCH 31, 1998
------------------------------------------

         Westwood One derives  substantially all of its revenue from the sale of
advertising  time to  advertisers.  Net revenue,  which is seasonally low in the
Company's first fiscal quarter, increased 10% to $58,518 in the first quarter of
1999 from  $53,340 in the  comparable  prior year  quarter.  The increase in net
revenue was primarily due to higher  revenues from the Company's  Shadow Traffic
operations,  including those acquired in May 1998, and higher network  revenues,
including  higher  revenues from the  broadcasts  of NFL football  games and the
Grammy's,  partially  offset by the  non-recurrence  of  revenues  from the 1998
Winter Olympics.

         Operating costs and expenses  excluding  depreciation  and amortization
increased  9% to $51,120 in the first  quarter of 1999 from $46,833 in the first
quarter of 1998. The increase was principally due to additional expenses related
to the Shadow Traffic operations  acquired in May 1998,  partially offset by the
non-recurrence of expenses  associated with the Company's  broadcast of the 1998
Winter Olympics.

         Depreciation  and  amortization  increased  33% to  $4,568 in the first
quarter  of  1999 as  compared  to  $3,435  in the  first  quarter  of 1998  due
principally to higher depreciation and amortization related to fixed assets from
capitalized leases and the Shadow Traffic operations acquired in May 1998.

     Corporate  administrative  expenses  increased  9% to  $1,193  in the first
quarter of 1999 from  $1,090 in the first  quarter  of 1998.  The  increase  was
primarily attributable to higher compensation expense.

     Operating  income decreased 17% to $1,637 in the first quarter of 1999 from
$1,982 in the first quarter of 1998,  primarily due to higher  depreciation  and
amortization expense.

         Net interest  expense  increased  48% to $2,820 in the first quarter of
1999  from  $1,901  in  1998.  The  increase  was  due  to  higher  debt  levels
attributable to the Company's stock  repurchase  program and the May 1998 Shadow
Traffic acquisition.


                                       7

<PAGE>


         Net loss in the  first  quarter  of 1999 was $662  ($.02  per basic and
diluted  share) as  compared  to the first  quarter of 1998 net income of $49, a
decrease of  approximately  $711.  The  decrease in net income was due to higher
depreciation and amortization and interest expense.

         Weighted  average shares  outstanding used to compute basic and diluted
earnings per share  decreased to 28,268 and 31,592,  respectively,  in the first
quarter of 1999 as compared  to 31,664 and 35,251 in the first  quarter of 1998.
The decreases were attributable to the Company's stock repurchase program.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     At March 31, 1999, the Company's cash and cash equivalents were $3,580,  an
increase of $1,031 from the December 31, 1998 balance.

     For the three months ended March 31, 1999 versus the comparable  prior year
period,  net cash from  operating  activities  decreased  $966. The decrease was
primarily attributable to higher working capital requirements. Net cash used for
investing  activities  increased  $8,908 in the first quarter of 1999 due to the
payment  of  contingent   consideration   associated  with  the  Company's  1996
acquisition of Shadow Traffic operations.

         At March 31, 1999,  the Company had available  borrowings of $18,000 on
its  revolving  credit  facility.  The  Company has used its  available  cash to
repurchase  its  Common  Stock.  In the  first  quarter  of  1999,  the  Company
repurchased 404 shares of Common Stock at a cost of $10,259.


YEAR 2000 COMPLIANCE
--------------------

     The Company has been working to identify and evaluate the changes necessary
to its existing  computerized  business  systems to make those systems Year 2000
compliant.  The Company's exposure to potential Year 2000 problems exists in two
areas:  technological  operations  in  the  sole  control  of  the  Company  and
technological  operations  in some way  dependent on one or more third  parties.
These technological operations include information technology ("IT") systems and
non-IT systems, including those with embedded technology, hardware and software.
In  respect to  technological  operations  dependent  in some way on one or more
third parties the situation is much less in the Company's  ability to predict or
control.

     The Company has been  replacing,  upgrading or modifying  key financial and
operating systems in the normal course of business.  Remediation with respect to
technological  operations  in the sole  control of the Company is expected to be
fully complete by mid-1999.

     In addition,  the Company's business is dependent on third parties that are
themselves dependent on technology.  For example,  systems failures in satellite
transmissions and communication systems could impact the Company and its ability
to deliver  programming  and provide  commercial air time to its  customers.  To
mitigate  this risk,  the Company  has  contacted  major third party  vendors to
ascertain  their state of readiness  with respect to being Year 2000  compliant.
The Company's most  significant  vendors have indicated they believe they are or
will be Year 2000  compliant by mid-1999.  However,  no assurances  can be given
that these third parties have corrected and identified all the Year 2000

                                       8

<PAGE>

problems and that such third party  failure to correct or identify such problems
would not have a material adverse effect on the Company.

     As  the  Company  has  been  using  existing   resources  to  complete  the
modifications necessary to become Year 2000 compliant, the Company believes that
the related costs will not be material  (approximately $500). These expenditures
have  been and are  expected  to  continue  to be  sourced  from  the  Company's
operating cash flow and have not and are not expected to have a material  impact
on the Company's financial statements.

     In conjunction with the ongoing efforts to ensure Year 2000 compliance, the
Company is establishing alternative contingency plans. Accordingly,  the Company
does not anticipate  that internal  system  failures will result in any material
effect to its operations.











                                        9

<PAGE>


                            PART II OTHER INFORMATION

Items 1 through 5
-----------------

         These items are not applicable.


Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

         (a)      Exhibits
                  --------

                  27.  Financial Data Schedule.


         (b)      Reports on Form 8-K
                  -------------------

                  There were no  reports on Form 8-K filed for the three  months
                  ended March 31, 1999.




                                       10

<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/ FARID SULEMAN
                                                      --------------------------
                                                       FARID SULEMAN
                                                       Chief Financial Officer






                                                   Dated: May 12, 1999





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