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 June 30, 2001                  Commission File Number  0-13020


                               WESTWOOD ONE, INC.
                               -----------------
             (Exact name of registrant as specified in its charter)



            DELAWARE                                              95-3980449
            --------                                         -------------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)



            40 WEST 57TH STREET, 5TH FLOOR, NEW YORK, NEW YORK 10019
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (212) 641-2000




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 August 3,  2001,  107,465,538  shares of Common  Stock  were  outstanding,
excluding treasury shares, and 703,466 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                                                 8





PART II. OTHER INFORMATION                                               11

               SIGNATURES                                                12

                                       2
<page>
                               WESTWOOD ONE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                                             <C>                  <C>
                                                                                  June 30,            December 31,
                                                                                    2001                  2000
                                                                                    ----                  ----
                                     ASSETS
                                     ------
CURRENT ASSETS:
  Cash and cash equivalents                                                        $ 2,407              $   6,757
  Accounts receivable, net of allowance for doubtful accounts
     of $10,250 (2001) and $9,356 (2000)                                           114,973                135,550
  Other current assets                                                              10,959                 11,574
                                                                                ----------             ----------
                  Total Current Assets                                             128,339                153,881
PROPERTY AND EQUIPMENT, NET                                                         53,971                 58,052
INTANGIBLE ASSETS, NET                                                           1,030,127              1,055,727
OTHER ASSETS                                                                        10,760                 17,896
                                                                                ----------             ----------
                    TOTAL ASSETS                                                $1,223,197             $1,285,556
                                                                                ==========             ==========

                              LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                 $39,554                $41,916
  Current maturity of long-term debt                                                10,000                 10,000
  Other accrued expenses and liabilities                                            66,889                 86,286
                                                                                ----------            -----------
                  Total Current Liabilities                                        116,443               138,202
LONG-TERM DEBT                                                                     120,000                168,000
OTHER LIABILITIES                                                                  265,001                 29,462
                                                                                ----------            -----------
                  TOTAL LIABILITIES                                                271,001                335,664
                                                                                ----------            -----------
COMMITMENTS AND CONTINGENCIES                                                          -                      -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000 shares, none outstanding                          -                      -
  Common stock, $.01 par value: authorized,  300,000 shares;
    issued and outstanding, 131,103 (2001) and 129,300 (2000)                        1,311                  1,293
  Class B stock, $.01 par value: authorized,  3,000 shares:
    issued and outstanding, 704 (2001 and 2000)                                          7                      7
  Additional paid-in capital                                                     1,205,818              1,194,118
  Accumulated earnings                                                              83,403                 66,671
  Accumulated other comprehensive (loss)                                               -                  (3,635)
                                                                                ----------             ----------
                                                                                 1,290,539              1,258,454
  Less treasury stock, at cost; 23,678 (2001) and 21,612 (2000) shares            (332,343)              (308,562)
                                                                                ----------             ----------
                  TOTAL SHAREHOLDERS' EQUITY                                       958,196                949,892
                                                                                ----------             ----------
                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $1,223,197             $1,285,556
                                                                                ==========             ==========


</TABLE>

          See accompanying notes to consolidated financial statements.
                                        3
<page>
                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)


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

                                                                      Three Months Ended                 Six Months Ended
                                                                           June 30,                           June 30,
                                                                           --------                           --------
                                                                    2001             2000              2001             2000

      GROSS REVENUES                                              $155,298          $159,176         $295,775          $302,974
     Less Agency Commissions                                        21,614            22,675           40,522            44,371
                                                                  --------          --------         --------          --------
        NET REVENUES                                               133,684           136,501          255,253           258,603
                                                                  --------          --------         --------          --------
     Operating Costs and Expenses Excluding
     Depreciation and Amortization                                  86,715            91,311          177,156           183,655
     Depreciation and Amortization                                  17,109            15,628           34,116            31,123
     Corporate General and Administrative Expenses                   1,853             2,068            3,664             4,084
                                                                  --------          --------         --------          --------
                                                                   105,677           109,007          214,936           218,862
                                                                  --------          --------         --------          --------
     OPERATING INCOME                                               28,007            27,494           40,317            39,741
     Interest Expense                                                2,089             2,382            4,935             5,126
        Other Income                                                 1,183              (168)           1,080              (372)
                                                                  --------          --------         --------          --------
     INCOME BEFORE INCOME TAXES                                     24,735            25,280           34,302            34,987
        INCOME TAXES                                                12,603            14,636           17,570            20,387
                                                                  --------          --------         --------          --------

        NET INCOME                                                 $12,132           $10,644          $16.732           $14,600
                                                                   =======           =======          =======           =======

     NET INCOME PER SHARE:
        BASIC                                                        $ .11             $ .10            $ .15             $ .13
                                                                   =======           =======          =======           =======
        DILUTED                                                      $ .11             $ .09            $ .16             $ .12
                                                                   =======           =======          =======           =======
     WEIGHTED AVERAGE SHARES OUTSTANDING:
        BASIC                                                      108,377           111,979          108,121           112,067
                                                                   =======           =======          =======           =======
        DILUTED                                                    113,544           118,058          112,739           118,192
                                                                   =======           =======          =======           =======


</TABLE>


          See accompanying notes to consolidated financial statements.
                                      - 4 -

<page>
                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                                               <C>             <C>

                                                                                     Six Months Ended
                                                                                          June 30,
                                                                                          --------
                                                                                    2001           2000
                                                                                    ----           ----
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                      $16,732         $14,600
  Adjustments to reconcile net income to net cash provided by
    operating activities:
        Depreciation and amortization                                              34,116          31,123
        Other                                                                       2,745           3,175
                                                                                  -------         -------
                                                                                   52,393          48,898
        Changes in assets and liabilities:
           Decrease in accounts receivable                                         20,577          22,521
           (Increase) Decrease  in other assets                                       (14)          2,890
           Increase in accounts payable and accrued liabilities                     5,192          12,475
                                                                                  -------         -------
                  Net Cash Provided By Operating Activities                        79,348          86,784
                                                                                  -------         -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                               (2,430)        (10,519)
  Capital expenditures                                                             (4,044)         (4,866)
                                                                                  -------         -------
                  Net Cash Used For Investing Activities                           (6,474)        (15,385)
                                                                                  -------         -------
                  CASH PROVIDED BEFORE FINANCING ACTIVITIES                        72,874          71,399
                                                                                  -------         -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                         17,408           7,924
  Debt repayments and payments of capital lease obligations                       (49,761)        (47,659)
  Repurchase of common stock and warrants                                         (44,871)        (29,414)
                                                                                  -------         -------
                  NET CASH (USED IN) FINANCING ACTIVITIES                         (77,224)        (69,149)
                                                                                  -------         -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               (4,350)          2,250

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                    6,757          10,626
                                                                                  -------         -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $2,407         $12,876
                                                                                  =======         =======

</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 June 30,  2001,  the
consolidated  statements of operations for the three and six month periods ended
June 30, 2001 and 2000 and the consolidated statements of cash flows for the six
months  ended  June  30,  2001 and 2000 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.

     Total  comprehensive  income for the Company  includes net income and other
comprehensive   income   items   including   unrealized   loss  on   securities.
Comprehensive income is as follows:

NOTE 2 - Reclassification:

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

NOTE 3 - Earnings Per Share:

     Net income per share is computed  in  accordance  with SFAS No. 128.  Basic
earnings per share  excludes all dilution and is  calculated  using the weighted
average number of shares  outstanding in the period.  Diluted earnings per share
reflects the potential  dilution  that would occur if all financial  instruments
which may be  exchanged  for equity  securities  were  exercised or converted to
Common Stock.

     The  Company  has issued  options  and  warrants  which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The  following  numbers of shares  related to options and warrants were added to
the basic weighted average shares  outstanding to arrive at the diluted weighted
average shares outstanding for each period:

                Three Months Ended                        Six Months Ended
                     June 30,                                  June 30,
                ------------------                        ----------------

                2001          2000                        2001        2000
                ----          ----                        ----        ----

Warrants       1,429         1,593                       1,363       1,590
Options        3,738         4,486                       3,255       4,535


NOTE 4 - Debt:

     At June 30, 2001 the Company had  outstanding  borrowings of $130,000 under
its bank revolving credit facility and available borrowings of $195,500.

     In April  2001,  the Company  entered  into a one year  interest  rate swap
agreement  covering  $25,000  principal  value of its  outstanding  borrowing to
effectively fix the interest rate at 4.27% plus the Applicable Margin (typically
the Company  borrows at a variable  interest rate of three-month  LIBOR plus the
Applicable Margin).

                                       7

<page>


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

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2001 COMPARED
WITH THREE MONTHS ENDED JUNE 30, 2000
-----------------------------------------

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net  revenue  decreased  $2,817,  or 2%,  to
$133,684 in the second  quarter of 2001 from  $136,501 in the  comparable  prior
year quarter.  The decrease in net revenue was due to a reduction in spending by
Internet  companies  partially  offset  by  higher  revenue  from the  Company's
traditional, as well as, new advertisers.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
decreased  $4,596,  or 5%, to $86,715 in the second quarter of 2001 from $91,311
in the second  quarter of 2000. The decrease was  principally  due to tight cost
controls,  and  reductions  in  affilitate  compensation  and  personnel  costs,
partially offset by additional operating costs associated with the operations of
SmartRoute  Systems,  Inc.   ("SmartRoute"),   whose  assets  were  acquired  in
mid-November 2000.

     Depreciation and  amortization  increased  $1,481,  or 9% to $17,109 in the
second  quarter of 2001 as compared to $15,628 in the second quarter of 2000 due
principally  to the  amortization  of  goodwill  resulting  from  the  Company's
acquisition of the operating assets of SmartRoute.

     Corporate general and  administrative  expenses  decreased $215, or 10%, to
$1,853 in the second quarter of 2001 from $2,068 in the comparable 2000 quarter.
The decrease is principally  attributable to reducing  travel and  entertainment
expenses as well as other discretionary spending.

     Operating income increased $513, or 2%, to $28,007 in the second quarter of
2001 from  $27,494 in the second  quarter  of 2000,  primarily  due to a planned
reduction  in  operating  costs,  partially  offset by higher  depreciation  and
amortization from the SmartRoute acquisition.

     Interest expense decreased 12% to $2,089 in the second quarter of 2001 from
$2,382 in 2000. The decrease is principally  attributable  to lower average debt
levels and interest rates.

     Other expense in the second quarter of 2001 was $1,183  compared with other
income of $168 in the  second  quarter  of 2000,  an  increase  of  $1,351.  The
increase is  principally  attributable  to a non-cash  charge to write-down  the
carrying value of the Company's  investments in internet companies,  principally
Sportsline USA, to its estimated market value.

     Income taxes decreased  $2,033, or 14%, to $12,603 in the second quarter of
2001 from $14,636 in the second quarter of 2000. The Company's  effective income
tax rate in the first  half of 2001 is  approximately  51%  compared  with a 58%
effective tax rate in the first half of 2000.  The decrease in the effective tax
rate is  principally a result of  nondeductible  goodwill  amortization  being a
smaller percentage of pretax income and lower state tax expense.


                                       8

<page>

     Net income increased $1,488, or 14%, to $12,132 ($.11 per basic and diluted
share) in the second quarter of 2001 from $10,644 ($.10 per basic share and $.09
per diluted share) in the second quarter of 2000.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 108,377 and 113,544, respectively, in the second
quarter of 2001 as  compared  to 111,979  and  118,058 in the second  quarter of
2000. The decrease is principally attributable to the Company's stock repurchase
program.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED
WITH SIX MONTHS ENDED JUNE 30, 2000
---------------------------------------

     Net  revenue  for the first  half of 2001  decreased  1% to  $255,253  from
$258,603  in the first half of 2000.  The  decrease  in net revenue was due to a
reduction in  advertising  spending by Internet  companies  partially  offset by
higher revenue from the Company's traditional, as well as, new advertisers.

     Operating costs and expenses  decreased 4% to $177,156 in the first half of
2001 from  $183,655 in the  comparable  2000 period.  The decrease was primarily
attributable to tight cost controls and reductions in affiliate compensation and
personnel costs,  partially offset by additional operating costs associated with
the Company's SmartRoute acquisition.

     Depreciation and amortization increased 10% to $34,116 in the first half of
2001 as  compared  to  $31,123  in the  first  half of  2000.  The  decrease  is
principally  attributable  to  depreciation  and  amortization  related  to  the
Company's acquisition of the operating assets of SmartRoute.

     Interest  expense  decreased  4% to $4,935  in the first  half of 2001 from
$5,126 in the comparable  2000 period.  The decrease  results from lower average
debt levels and lower interest rates.

     Net income  increased 15% to $16,732 ($.15 per basic and diluted  share) in
the first half of 2001 from  $14,600  ($.13 per basic share and $.12 per diluted
share) in the comparable 2000 period.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 108,121 and 112,739,  respectively, in the first
six months of 2001 as compared to 112,067  and  118,192 in the  comparable  2000
period. The decrease is attributable to the Company's stock repurchase program.

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

     At June 30, 2001, the Company's cash and cash  equivalents  were $2,407,  a
decrease of $4,350 from December 31, 2000.

     For the six months  ended June 30,  2001,  net cash  provided by  operating
activities  was $79,348 as compared to $86,784 for the six months ended June 30,
2000, a decrease of $7,436.  The cash flow from operations was principally used
to fund the Company's stock buy-back program and to reduce debt.


                                       9

<page>

     At June 30, 2001,  the Company had available  borrowings of $195,500 on its
revolving credit facility.  Pursuant to the terms of the facility, the amount of
available borrowings declines by $4,500 at the end of each quarter. In addition,
the Company is required to repay its term loan by $2,500 per quarter in 2001. In
the first half of 2001,  the  Company  reduced  its  outstanding  borrowings  by
$48,000.  In April 2001, the Company  entered into a one year interest rate swap
agreement  covering  $25,000 of its debt to effectively fix the interest rate at
4.27%. The effect of this swap was not material.

     The Company has used its available  cash to repurchase its Common Stock and
repay  debt.  In the first six months of 2001,  the  Company  repurchased  2,033
shares and  warrants  of Common  Stock at a cost of $44,871.  Subsequent  to the
quarter  through July 31, 2001,  the Company  repurchased  an  additional  1,050
shares of Common Stock at a cost of approximately $31,743.

Recently Issued Accounting Standard
-----------------------------------

     In July 2001,  the Financial  Standards  Board (FASB) issued FASB Statement
No. 142 (FAS 142),  "Goodwill and Other Intangible  Assets." FAS 142 changes the
accounting  for  goodwill  from an  amortization  method  to an  impairment-only
approach.  Upon  adoption of FAS 142,  goodwill  will be tested at the reporting
unit  annually  and  whenever  events or  circumstances  occur  indicating  that
goodwill  might  be  impaired.  Amortization  of  goodwill,  including  goodwill
recorded in past business  combinations,  will cease.  The adoption date for the
Company will be January 1, 2002. As the Statement has only recently been issued,
the Company has not yet determined the impact FAS 142 will have on the Company's
results of operations and financial position.

                                       10

<page>

                            PART II OTHER INFORMATION

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

         These items are not applicable.

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

     (a)  The Annual Meeting of  Shareholders of the Company was held on May 30,
          2001.

     (b)  The Matters voted upon and the related  voting results were as follows
          (holders  of  Common  Stock and Class B Stock  voted  together  on all
          matters  except  for the  election  of Class I  directors,  for  which
          holders of Common Stock voted alone):

1)   Election of Class I Directors:

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

        Joseph B. Smith               85,184,832               734,576
        Norman J. Pattiz             112,450,446             8,637,962
        Mel Karmazin                 116,424,638             4,663,770
        Dennis F. Holt               117,831,835             3,256,573


2)   Ratification  of  the  selection  of  PricewaterhouseCoopers   LLP  as  the
     independent accountants of the Company for fiscal 2001.

                       FOR                  895,820,713
                       AGAINST                   45,596
                       ABSTAIN                   53,099

Item 5
------
     Not Applicable

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

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

         None

     (b) Reports on Form 8-K

         There  were no  reports  on Form 8-K filed for the three  months  ended
         June 30, 2001.

                                       11
<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: August 9, 2001
                                       12