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, 1997                 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 5,  1997,  29,732,757  shares of  Common  Stock,  excluding  2,200,395
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                                              9

                  SIGNATURES                                               10


















                                        2

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                              March 31,             December 31,
                                                                                                1997                   1996
                                                ASSETS                                        --------               --------
                                                ------
<S>                                                                                           <C>                   <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                                   $    188               $  2,655
  Accounts receivable, net of allowance for doubtful accounts                                   39,262                 41,325
  Other current assets                                                                           4,613                  4,399
                                                                                              --------               --------
                 Total Current Assets                                                           44,063                 48,379
PROPERTY AND EQUIPMENT, NET                                                                     15,986                 16,146
INTANGIBLE ASSETS, NET                                                                         199,739                201,730
OTHER ASSETS                                                                                     7,007                  6,791
                                                                                              --------               --------
                   TOTAL ASSETS                                                               $266,795               $273,046
                                                                                              ========               ========
                                 LIABILITIES AND SHAREHOLDERS' EQUITY
                                 ------------------------------------

CURRENT LIABILITIES:
  Accounts payable                                                                            $ 16,597              $  20,233
  Accrued expenses and other liabilities                                                        32,963                 31,793
                                                                                              --------              ---------
                 Total Current Liabilities                                                      49,560                 52,026
LONG-TERM DEBT                                                                                 130,443                130,443
OTHER LIABILITIES                                                                                3,514                  3,729
                                                                                              --------              ---------
                   TOTAL LIABILITIES                                                           183,517                186,198
                                                                                              --------              ---------
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, 31,874,652 (1997) and 31,817,652 (1996)                                319                    318
  Class B stock, $.01 par value: authorized,  3,000,000 shares:
    issued and outstanding, 351,733 (1997 and 1996)                                                  4                      4
  Additional paid-in capital                                                                   152,871                152,708
  Accumulated deficit                                                                         (36,895)               (37,399)
                                                                                              --------              ---------
                                                                                               116,299                115,631
  Less treasury stock, at cost; 2,130,395 (1997) and 1,895,395 shares (1996)                  (33,021)               (28,783)
                                                                                              --------              ---------
                   TOTAL SHAREHOLDERS' EQUITY                                                   83,278                 86,848
                                                                                              --------               --------
                   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $266,795               $273,046
                                                                                              ========               ========


</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
                                                                                       March 31,
                                                                                ----------------------
                                                                                 1997            1996
                                                                                 ----            ----
<S>                                                                             <C>            <C>
GROSS REVENUES                                                                  $48,006        $39,189
  Less Agency Commissions                                                         6,545          5,341
                                                                                -------        -------
NET REVENUES                                                                     41,461         33,848
                                                                                -------        -------
Operating Costs and Expenses Excluding
  Depreciation and Amortization                                                  34,520         28,411
Depreciation and Amortization                                                     2,848          2,844
Corporate General and Administrative Expenses                                     1,335          1,263
                                                                                -------        -------
                                                                                 38,703         32,518
                                                                                -------        -------
OPERATING INCOME                                                                  2,758          1,330
Interest Expense                                                                  2,250          2,051
Other Income                                                                       (50)           (82)
                                                                                -------        -------
INCOME (LOSS) BEFORE INCOME TAXES                                                   558           (639)
INCOME TAXES                                                                         54              -
                                                                                -------        -------

NET INCOME (LOSS)                                                                  $504         ($639)
                                                                                =======        =======

NET INCOME (LOSS) PER SHARE                                                        $.02         ($.02)
                                                                                =======        =======

WEIGHTED AVERAGE SHARES OUTSTANDING                                              33,413         31,307
                                                                                =======        =======
</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,
                                                                                ----------------------
                                                                                 1997            1996
                                                                                 ----            ----
<S>                                                                             <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                $504         ($639)
  Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
        Depreciation and amortization                                             2,848          2,844
        Other                                                                        85             74
        Changes in assets and liabilities:
           Decrease in accounts receivable                                        2,063          8,608
           Increase in prepaid assets                                             (214)        (2,285)
           Decrease in accounts payable and accrued liabilities                 (2,255)        (3,549)
                                                                                -------        -------
                   Net Cash Provided By Operating Activities                      3,031          5,053
                                                                                -------        -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other (Shadow Traffic in 1996)                     (901)       (20,203)
  Capital expenditures                                                            (523)          (322)
                                                                                -------       --------
                   Net Cash Used For Investing Activities                       (1,424)       (20,525)
                                                                                -------       --------
                   CASH PROVIDED (USED) BEFORE
                      FINANCING ACTIVITIES                                        1,607       (15,472)
                                                                                -------       --------
CASH FLOW FROM FINANCING ACTIVITIES:
  Borrowings under debt arrangements                                                 -          15,000
  Issuance of common stock                                                          164            621
  Repurchase of common stock                                                    (4,238)             -
                                                                                -------       --------
                   NET CASH (USED IN) FROM FINANCING ACTIVITIES                 (4,074)         15,621
                                                                                -------       --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                            (2,467)            149

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  2,655            256
                                                                                -------       --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $188           $405
                                                                                =======       ========

</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, 1997, the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods ended March 31, 1997 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 based upon the weighted average
number of shares outstanding and Common Stock equivalents in periods where there
is net  income.  The  number of shares  used to compute  earnings  per share are
33,413 and 31,307 for the three  month  periods  ended  March 31, 1997 and 1996,
respectively.

     In February 1997, the Financial  Accounting Standards Board issued SFAS No.
128 "Earnings  per Share." The  Statement is effective for financial  statements
for both  interim and annual  periods  ending after  December  15,  1997.  Early
adoption of the Statement is prohibited,  however,  previously reported earnings
per share  amounts will  require  restatement.  Management  does not expect that
adoption of the Statement will have a material  impact on its reported  earnings
per share.

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

         At March 31, 1997 the Company had  outstanding  borrowings  of $115,000
under its bank revolving credit facility and available borrowings of $35,000.


NOTE 4 - Representation of CBS Radio Networks:
----------------------------------------------

     On March 31,1997,  the Company entered into a representation and management
agreement  with  the CBS  Radio  Networks,  creating  the  leading  network  and
syndicated programming service in the industry.


                                        6

<PAGE>




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

         On March 1, 1996 the Company  acquired the  operating  assets of Shadow
Traffic. The acquisition was accounted for as a purchase and accordingly, Shadow
Traffic's operating results are included with those of the Company from the date
of acquisition.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 COMPARED
  WITH THREE MONTHS ENDED MARCH 31, 1996
------------------------------------------

         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 22% to $41,461 in the first quarter of
1997 from  $33,848 in the  comparable  prior year  quarter.  The increase in net
revenue was primarily due to higher advertising rates for the Company's programs
as well as the acquisition of Shadow Traffic.

         Operating costs and expenses  excluding  depreciation  and amortization
increased  22% to $34,520 in the first quarter of 1997 from $28,411 in the first
quarter of 1996. The increase was primarily  attributable  to the acquisition of
Shadow Traffic.

         Depreciation  and  amortization was $2,848 in the first quarter of 1997
as  compared to $2,844 in the first  quarter of 1996.  Higher  depreciation  and
amortization  associated  with the  acquisition  of Shadow Traffic was partially
offset by no amortization  of programming  costs and rights in 1997, as deferred
programming costs were fully amortized.

         Operating  income increased 107% to $2,758 in the first quarter of 1997
from  $1,330  in the first  quarter  of 1996.  The  improvement  is  principally
attributable to higher revenue.

         Interest  expense  increased 10% to $2,250 in the first quarter of 1997
from $2,051 in 1996.  The increase is  principally  attributable  to higher debt
levels as a result of the acquisition of Shadow Traffic.

         Net  income in the first  quarter  of 1997 was $504 ($.02 per share) as
compared to a net loss of $639 ($.02 per share) in the first quarter of 1996.

         On March 31,  1997,  the  Company  entered  into a  representation  and
management  agreement with the CBS Radio Networks,  creating the leading network
and  syndicated  programming  service  in the  industry.  As a result,  both net
revenues and operating costs and expenses will increase  significantly in future
periods.


                                        7

<PAGE>



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

         At March 31, 1997, the Company's cash and cash equivalents were $188, a
decrease of $2,467 from December 31, 1996.

         For the three months ended March 31, 1997 versus the  comparable  prior
year period, net cash from operating activities decreased $2,022, principally as
a result of reducing accounts payable and accrued liabilities.

         At March 31, 1997,  the Company had available  borrowings of $35,000 on
its  revolving  credit  facility.  The  Company has used its  available  cash to
repurchase  its  Common  Stock.  In the  first  quarter  of  1997,  the  Company
repurchased  235 shares of Common Stock at a cost of $4,238.  In April 1997, the
Company repurchased an additional 70 shares of Common Stock at a cost of $1,452.






                                        8

<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, 1997.



                                        9

<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: FARID SULEMAN
                                            ---------------
                                            FARID SULEMAN
                                            Chief Financial Officer






                                             Dated: May 6, 1997




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