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 September 30, 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 November 5, 1999,  55,110,226 shares of Common Stock;  3,824,625 shares of
Preferred Stock and 351,733 shares of Class B Stock were outstanding.


<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                                                 8


PART II. OTHER INFORMATION                                               12

         SIGNATURES                                                      13


                                       2

<PAGE>
                               WESTWOOD ONE, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                  September 30,               December 31,
<S>                                                                               <C>                         <C>
                                                                                      1999                       1998
                                                                                      ----                       ----
                                     ASSETS
                                     ------
CURRENT ASSETS:
  Cash and cash equivalents                                                       $   10,502                   $ 2,549
  Accounts receivable, net of allowance for doubtful accounts
     of $10,136 (1999) and $3,720 (1998)                                             118,952                    75,402
  Other current assets                                                                14,222                     7,712
                                                                                  ----------                   -------
                         Total Current Assets                                        143,676                    85,663
PROPERTY AND EQUIPMENT, NET                                                           55,339                    24,353
INTANGIBLE ASSETS, NET                                                             1,084,720                   224,242
OTHER ASSETS                                                                          23,799                    11,021
                                                                                  ----------                  --------
                              TOTAL ASSETS                                        $1,307,534                  $345,279
                                                                                  ==========                  ========

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

CURRENT LIABILITIES:
  Accounts payable                                                                $   34,100                  $ 28,484
  Other accrued expenses and liabilities                                              84,027                    50,068
                                                                                  ----------                  --------
                         Total Current Liabilities                                   118,127                    78,552
LONG-TERM DEBT                                                                       160,000                   170,000
OTHER LIABILITIES                                                                     21,666                    19,509
                                                                                  ----------                  --------
                              TOTAL LIABILITIES                                      299,793                   268,061
                                                                                  ----------                  --------
COMMITMENTS AND CONTINGENCIES                                                           -                         -
SHAREHOLDERS' EQUITY
  Preferred stock,  authorized 10,000,000 shares; issued and
    outstanding, 3,824,625 shares (1999)                                                  38                      -
  Common stock, $.01 par value: authorized,  117,000,000 shares;
    issued and outstanding, 63,231,950 (1999) and 34,962,230 (1998)                      595                       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                                                       1,150,887                   206,688
  Accumulated earnings                                                                10,654                     1,143
                                                                                  ----------                  --------
                                                                                   1,162,178                   208,185
  Less treasury stock, at cost; 7,420,995 (1999) and 6,647,095 (1998) shares        (154,437)                 (130,967)
                                                                                  ----------                  --------
                  TOTAL SHAREHOLDERS' EQUITY                                       1,007,741                    77,218
                                                                                  ----------                  --------
                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $1,307,534                  $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>
                                                                           Three Months Ended                Nine Months Ended
                                                                              September 30,                    September 30,
                                                                              -------------                    -------------
<S>                                                                      <C>             <C>             <C>             <C>
                                                                           1999            1998             1999            1998
                                                                           ----            ----             ----            ----

    GROSS REVENUES                                                       $91,209         $77,179         $235,545        $211,248
    Less Agency Commissions                                               12,307          10,510           31,772          27,752
                                                                         -------         -------         --------        --------
      NET REVENUES                                                        78,902          66,669          203,773         183,496
                                                                         -------         -------         --------        --------
    Operating Costs and Expenses Excluding
      Depreciation and Amortization                                       57,677          50,285          157,945         144,608
    Depreciation and Amortization                                          5,719           4,905           15,012          13,536
    Corporate General and Administrative Expenses                          1,126           1,233            3,321           3,528
    Nonrecurring Items, net                                                 -                551             -                551
                                                                         -------         -------         --------        --------
                                                                          64,522          56,974          176,278         162,223
                                                                         -------         -------         --------        --------
    OPERATING INCOME                                                      14,380           9,695           27,495          21,273
    Interest Expense                                                       2,992           2,741            8,946           7,258
    Other Income                                                            (155)            (72)            (474)           (338)
                                                                         -------         -------         --------        --------
    INCOME BEFORE INCOME TAXES                                            11,543           7,026           19,023          14,353
    INCOME TAXES                                                           6,213           3,150            9,512           6,350
                                                                         -------         -------         --------        --------

    NET INCOME                                                            $5,330         $ 3,876         $  9,511        $  8,003
                                                                          ======         =======         ========        ========


    NET INCOME PER SHARE:
             BASIC                                                          $.17            $.14             $.32            $.26
                                                                          ======          ======           ======          ======
             DILUTED                                                        $.15            $.12             $.29            $.24
                                                                          ======          ======           ======          ======

    WEIGHTED AVERAGE SHARES OUTSTANDING:
             BASIC                                                        31,932          28,637           29,510          30,596
                                                                          ======          ======           ======          ======
             DILUTED                                                      35,431          31,694           33,263          33,981
                                                                          ======          ======           ======          ======

</TABLE>





          See accompanying notes to consolidated financial statements.
                                        4

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

<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                               September 30,
                                                                                               -------------
<S>                                                                                    <C>                <C>
                                                                                         1999              1998
                                                                                         ----              ----

CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                           $ 9,511           $ 8,003
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                                   15,012            13,536
        Other                                                                            6,904             5,695
                                                                                       -------           -------
                                                                                        31,427            27,234
        Changes in assets and liabilities:
           Decrease (Increase) in accounts receivable                                    2,019            (8,222)
           Increase in prepaid assets                                                   (1,943)             (797)
           (Decrease) Increase in accounts payable and accrued liabilities              (2,623)            7,259
                                                                                       -------           -------
                  Net Cash Provided By Operating Activities                             28,880            25,474
                                                                                       -------           -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                                    14,781           (27,360)
  Capital expenditures                                                                  (2,581)           (2,030)
                                                                                       -------           -------
                  Net Cash Provided By (Used For) Investing Activities                  12,200           (29,390)
                                                                                       -------           -------
                  CASH PROVIDED (USED) BEFORE FINANCING ACTIVITIES                      41,080            (3,916)
                                                                                       -------           -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Borrowings (repayments) under debt arrangements and capital leases                   (21,084)           65,000
  Issuance of common stock                                                              11,427             1,919
  Repurchase of common stock                                                           (23,470)          (63,997)
                                                                                       -------           -------
                  NET CASH FROM (USED IN) FINANCING ACTIVITIES                         (33,127)            2,922
                                                                                       -------           -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     7,953              (994)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                         2,549             2,763
                                                                                       -------           -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                             $10,502           $ 1,769
                                                                                       =======           =======

NONCASH INVESTING AND FINANCING ACTIVITIES:
  Issuance of Common and Preferred Stock for business acquisitions                    $925,556              -
  Acquisition of equity in exchange for commercial inventory                             9,000              -
  Issuance of warrants                                                                   7,500              -


</TABLE>

          See accompanying notes to consolidated financial statements.
                                        5


<PAGE>


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


NOTE 1 - Basis of Presentation:
-------------------------------

         The accompanying  consolidated  balance sheet as of September 30, 1999,
the  consolidated  statements of operations for the three and nine month periods
ended September 30, 1999 and 1998 and the consolidated  statements of cash flows
for the nine months ended September 30, 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 consolidated  financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission.

NOTE 2 - Reclassification:
--------------------------

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

NOTE 3 - Acquisition:
---------------------

     On September 22, 1999 the Company acquired Metro Networks,  Inc. ("Metro").
Under the terms of the merger,  each  outstanding  share of Metro was  converted
into 1.5 shares of the  Company's  common  stock and each  outstanding  share of
Metro Series A Convertible  Preferred  Stock was converted  into 1.5 shares of a
corresponding series of preferred stock of the Company.

         The acquisition was accounted for as a purchase,  and accordingly,  the
operating  results are  included  with those of the Company from  September  22,
1999.  The  purchase  price has been  allocated  to the assets  and  liabilities
acquired based on preliminary  estimates of their  respective  fair values.  The
intangible  assets  acquired as part of the purchase are being amortized over 30
years.

NOTE 4 - 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.


                                       6
<PAGE>

     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 that were added
to the basic  weighted  average  shares  outstanding  to  arrive at the  diluted
weighted average shares outstanding for each period:

                          Three Months Ended       Nine Months Ended
                             September 30,            September 30,
                          ------------------       -----------------
                            1999      1998           1999      1998
                            ----      ----           ----      ----
             Warrants      2,284     2,584          2,838     2,676
             Options       1,215      473             915       709


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

         At  September  30,  1999 the  Company  had  outstanding  borrowings  of
$160,000 under its bank revolving  credit  facility and available  borrowings of
$32,000.











                                       7

<PAGE>

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


         On September 22, 1999, the Company  completed the acquisition of Metro.
The  acquisition  was  treated as a purchase  and  accordingly,  the  results of
operations  of  Metro  are  included  in the  Company's  consolidated  financial
statements from September 22, 1999.

         Effective May 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.  Accordingly,  the
consolidated  financial  statements  reflect the results of the acquisition from
the effective date.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED
WITH THREE MONTHS ENDED SEPTEMBER 30, 1998
----------------------------------------------

         Westwood One derives  substantially all of its revenue from the sale of
advertising  time to  advertisers.  Net revenue  increased  $12,233,  or 18%, to
$78,902 in the third quarter of 1999 from $66,669 in the  comparable  prior year
quarter.  The  increase  in net  revenue was  primarily  attributable  to higher
revenues at both the Company's  Network and Shadow  Traffic  operations  and the
acquisition of Metro.  The Company's net revenues for the third quarter of 1999,
excluding the results of the Metro acquisition,  rose approximately 10% from the
comparable 1998 period.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
increased  $7,392,  or 15%, to $57,677 in the third quarter of 1999 from $50,285
in the third  quarter of 1998.  The increase was due  principally  to additional
operating expenses associated with the Metro acquisition,  broadcast rights fees
associated  with the Company's live  broadcast of Woodstock,  and higher station
compensation expenses at the Company's Shadow Traffic operations.

         Depreciation and amortization  increased $814, or 17%, to $5,719 in the
third  quarter of 1999 as compared to $4,905 in the third  quarter of 1998.  The
change is principally  attributable to depreciation and amortization  associated
with the Metro acquisition.

         Corporate general and administrative expenses decreased $107, or 9%, to
$1,126 in the third quarter of 1999 from $1,233 in the comparable  1998 quarter.
The decrease is principally attributable to lower compensation expense.

         In the third quarter of 1998, the Company incurred a net charge of $551
for nonrecurring  items. The nonrecurring  items related to the consolidation of
the Company's news operations, one-time costs associated with evaluating various
strategic  alternatives  to enhance  shareholder  value and a settlement  with a
satellite carrier whereby the Company recognized a gain for past services.

     Operating income increased  $4,685, or 48%, to $14,380 in the third quarter
of 1999 from $9,695 in the third quarter of 1998. The increase is in part due to
higher revenues.


                                       8
<PAGE>

         Interest  expense  increased 9% to $2,992 in the third  quarter of 1999
from $2,741 in 1998.  The increase is  principally  attributable  to higher debt
levels as a result of the Company's stock repurchase program.

         Income taxes increased  $3,063,  or 97%, to $6,213 in the third quarter
of 1999 from $3,150 in the third quarter of 1998. The effective  income tax rate
in the  quarter  increased  to  approximately  54% in 1999 from 45% in the third
quarter of 1998. The increase in the effective rate is principally  attributable
to nondeductible  goodwill associated with the Metro acquisition.  The provision
is comprised  principally of deferred taxes as the Company has  significant  tax
net operating loss deductions to reduce cash taxes payable.

         Net income  increased  $1,454,  or 38%, to $5,330 ($.17 per basic share
and $.15 per diluted  share) in the third  quarter of 1999 from $3,876 ($.14 per
basic share and $.12 per diluted share) in the third quarter of 1998.

         Weighted average shares  outstanding for the third quarter of 1999 were
31,932 basic shares and 35,431 diluted shares as compared to 28,637 basic shares
and 31,694  diluted  shares in the third quarter of 1998, an increase of 12% for
both basic and diluted  shares.  The  increase in basic  shares was  principally
attributable  to the exercise of warrants and options and the issuance of shares
in  conjunction  with  the  acquisition  of  Metro,  partially  offset  by stock
repurchases.  The increase in diluted shares was principally attributable to the
issuance  of shares in  conjunction  with the  acquisition  of Metro,  partially
offset by stock repurchases.


NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED
WITH NINE MONTHS ENDED SEPTEMBER 30, 1998
---------------------------------------------

         Net revenue for the first nine months of 1999 increased 11% to $203,773
from  $183,496 in the first nine  months of 1998.  The  increase is  principally
attributable  to higher revenues from the Company's  Shadow Traffic  operations,
including  those acquired in May 1998, the Metro  acquisition and higher network
revenues partially offset by the non-recurrence of revenues from the 1998 Winter
Olympics.

         Operating costs and expenses increased 9% to $157,945 in the first nine
months of 1999 from  $144,608 in the  comparable  1998 period.  The increase was
primarily  attributable  to additional  expenses  related to the Shadow  Traffic
operations, including those acquired in May 1998 and expenses related to Metro's
operations,   partially   offset  by  lower  news   programming   and  affiliate
compensation expenses for the Company's network operations and the nonrecurrence
of  expenses  associated  with the  Company's  live  coverage of the 1998 Winter
Olympics.

         Depreciation  and  amortization  increased  11% to $15,012 in the first
nine months of 1999 as compared to $13,536 in the first nine months of 1998. The
increase is principally attributable to depreciation and amortization related to
the Metro acquisition and assets acquired as part of the May 1998 Shadow Traffic
operations.

         Interest  expense  increased  23% to $8,946 in the first nine months of
1999 from $7,258 in the comparable 1998 period. The increase results from higher
debt levels  associated with the Company's stock repurchase  program and the May
1998 Shadow Traffic acquisition.


                                       9

<PAGE>

         Net income  increased  19% to $9,511 ($.32 per basic share and $.29 per
diluted  share) in the first  nine  months of 1999 from  $8,003  ($.26 per basic
share and $.24 per diluted share) in the comparable 1998 period.

         Weighted  average shares  outstanding for the first nine months of 1999
were 29,510 basic shares and 33,263  diluted  shares as compared to 30,596 basic
shares and 33,981  diluted shares in the first mine months of 1998. The decrease
in basic shares was primarily  attributable  to the Company's  stock  repurchase
program partially offset by additional share issuances due to the acquisition of
Metro and the exercise of  outstanding  warrants  and  options.  The decrease in
diluted shares was primarily attributable to stock repurchases, offset primarily
by the issuance of shares in conjunction with the Metro acquisition.

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

     At  September  30,  1999,  the  Company's  cash and cash  equivalents  were
$10,502, an increase of $7,953 from December 31, 1998.

         For the nine months  ended  September  30, 1999,  net cash  provided by
operating  activities  was  $28,880 as  compared  to $25,474 for the nine months
ended  September 30, 1998, an increase of $3,406.  The cash flow from operations
was principally  used to fund the Company's stock buy-back program and to reduce
debt.

     At September 30, 1999,  the Company had available  borrowings of $32,000 on
its  revolving  credit  facility.  The  Company has used its  available  cash to
repurchase its Common Stock.  In the nine month period ended September 30, 1999,
the Company  repurchased  approximately  774 shares of Common Stock at a cost of
$23,471.  In October 1999,  the Company  repurchased an additional 780 shares of
Common Stock at a cost of $30,256. The purchase was financed principally by bank
borrowings.

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 was substantially
completed in October.

         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

                                       10

<PAGE>


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  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 which may include
distributing  commercials  and programs to be aired by  affiliates  in the first
week of  January  2000 in advance  of  January  2000 (to the  extent  possible).
Accordingly,  the Company does not anticipate that internal system failures will
result in any material effect to its operations.







                                       11

<PAGE>

                            PART II OTHER INFORMATION

Items 1 through 3
-----------------

         These items are not applicable.


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

         On October 1, 1999,  the Company filed a report on Form 8-K which among
other matters provided information related to the outcome of items voted upon by
shareholders at its annual meeting held on September 22, 1999.

Item 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
                  -------------------
                  None












                                       12

<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: November 12, 1999











                                       13