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, 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 August 1, 1997,  30,515,089  shares of Common Stock,  excluding  2,210,395
treasury  shares,  were  outstanding  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                                             10

            SIGNATURES                                                    11



                                        2

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                June 30, 1997            December 31, 1996
                                                                                -------------            -----------------
                                     ASSETS
                                     ------
<S>                                                                              <C>                        <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                       $ 2,094                   $  2,655
  Accounts receivable, net of allowance for doubtful accounts                      60,691                     41,325
  Other current assets                                                              5,287                      4,399
                                                                                  -------                   --------
                 Total Current Assets                                              68,072                     48,379
PROPERTY AND EQUIPMENT, NET                                                        15,791                     16,146
INTANGIBLE ASSETS, NET                                                            203,598                    201,730
OTHER ASSETS                                                                        8,353                      6,791
                                                                                 --------                   --------
                   TOTAL ASSETS                                                  $295,814                   $273,046
                                                                                 ========                   ========

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

CURRENT LIABILITIES:
  Accounts payable                                                               $ 21,031                   $ 20,233
  Accrued expenses and other liabilities                                           38,864                     31,793
                                                                                 ---------                  ---------
                 Total Current Liabilities                                         59,895                     52,026
LONG-TERM DEBT                                                                    130,443                    130,443
OTHER LIABILITIES                                                                  13,737                      3,729
                                                                                 ---------                  ---------
                   TOTAL LIABILITIES                                              204,075                    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, 31,991,152 (1997) and 31,817,652 (1996)                   320                        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                                                      154,102                    152,708
  Accumulated deficit                                                             (27,912)                   (37,399)
                                                                                 ---------                  ---------
                                                                                  126,514                    115,631
  Less treasury stock, at cost; 2,210,395 (1997) and 1,895,395 shares (1996)      (34,775)                   (28,783)
                                                                                 ---------                  ---------
                   TOTAL SHAREHOLDERS' EQUITY                                      91,739                     86,848
                                                                                 ---------                  ---------
                   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $295,814                   $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              Six Months Ended
                                                                                      June 30,                        June 30,
                                                                                  ----------------               -----------------
                                                                                  1997        1996               1997         1996
                                                                                  ----        ----               ----         ----
<S>                                                                             <C>         <C>                <C>          <C>
GROSS REVENUES                                                                  $76,804     $52,629            $124,810     $91,818
  Less Agency Commissions                                                        10,687       7,237              17,232      12,578
                                                                                --------    --------           ---------    --------
NET REVENUES                                                                     66,117      45,392             107,578      79,240
                                                                                --------    --------           ---------    --------
Operating Costs and Expenses Excluding
  Depreciation and Amortization                                                  49,731      31,249              84,251      59,660
Depreciation and Amortization                                                     3,090       3,094               5,938       5,938
Corporate General and Administrative Expenses                                     1,336       1,501               2,671       2,764
                                                                                --------    --------           ---------    --------
                                                                                 54,157      35,844              92,860      68,362
                                                                                --------    --------           ---------    --------
OPERATING INCOME                                                                 11,960       9,548              14,718      10,878
Interest Expense                                                                  2,251       2,172               4,501       4,223
Other Income                                                                        (70)        (44)               (120)       (126)
                                                                                --------    --------           ---------    --------
INCOME BEFORE INCOME TAXES                                                        9,779       7,420              10,337       6,781
INCOME TAXES                                                                        796         429                 850         429
                                                                                --------    --------           ---------    --------

NET INCOME                                                                      $ 8,983     $ 6,991            $  9,487     $ 6,352
                                                                                ========    ========           =========    ========



NET INCOME PER SHARE                                                              $0.26       $ .20              $0.28        $ .19
                                                                                ========    ========           =========    ========

WEIGHTED AVERAGE SHARES OUTSTANDING                                              35,034      35,060             34,223       33,209
                                                                                ========    ========           =========    ========
</TABLE>







          See accompanying notes to consolidated financial statements.
                                        4



<PAGE>

                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                   Six Months Ended
                                                                                                       June 30,
                                                                                                 -------------------
                                                                                                 1997           1996
                                                                                                 ----           ----
<S>                                                                                            <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                                   $ 9,487         $ 6,352
  Adjustments to reconcile net income to net cash provided by operating
     activities:
        Depreciation and amortization                                                            6,071           5,938
        Other                                                                                      164             193
        Changes in assets and liabilities:
           Increase in accounts receivable                                                     (19,366)           (846)
           Increase in prepaid assets                                                             (888)           (159)
           Increase (decrease) in accounts payable and accrued liabilities                       4,688          (1,292)
                                                                                               --------        --------

                   Net Cash Provided By Operating Activities                                       156          10,186
                                                                                               --------        --------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other (Shadow Traffic in 1996)                                   (4,182)        (23,601)
  Capital expenditures                                                                            (951)           (454)
                                                                                               --------        --------
                   Net Cash Used For Investing Activities                                       (5,133)        (24,055)
                                                                                               --------        --------
                   CASH USED BEFORE
                      FINANCING ACTIVITIES                                                      (4,977)        (13,869)
                                                                                               --------        --------
CASH FLOW FROM FINANCING ACTIVITIES:
  Debt repayments                                                                                 -               -
  Borrowings under bank and other long-term obligations                                          9,012          13,750
  Issuance of common stock                                                                       1,396             914
  Repurchase of common stock                                                                    (5,992)           (775)
                                                                                               --------        --------
                   NET CASH FROM FINANCING ACTIVITIES                                            4,416          13,889
                                                                                               --------        --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                              (561)             20

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                 2,655             256
                                                                                               --------        --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                     $ 2,094         $   276
                                                                                               ========        ========
</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, 1997, the
consolidated  statements of operations for the three and six month periods ended
June 30, 1997 and 1996 and the consolidated statements of cash flows for the six
months  ended  June  30,  1997 and 1996 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 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 35,041 and
35,060 for the three month  periods  ended June 30, 1997 and 1996,  respectively
and 34,227 and 33,209 for the six month  periods  ended June 30,  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 June 30,  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 Network:
---------------------------------------------

         On March 31,  1997,  the  Company  entered  into a  representation  and
management  agreement (the  "Representation  Agreement") with CBS Inc.  ("CBS"),
whereby the Company will operate the CBS Radio  Network for an initial  two-year
period ending March 31, 1999. In accordance with the  Representation  Agreement,
the Company pays CBS a representation fee and retains all revenues from sales of
commercial  time and is  responsible  for all expenses of the CBS Radio Network.
Accordingly, the operating results of CBS Radio Network are included with those





                                        6

<PAGE>



of the Company from the effective date of the Representation Agreement. Pursuant
to the Representation  Agreement, CBS provided a working capital loan of $9,012,
repayable on March 31, 1999,  with interest  payable at 50 basis points over the
six-month  LIBOR rate.  The Company is required to pay a  representation  fee of
$10,000  and  $12,000   respectively  in  the  first  and  second  year  of  the
Representation  Agreement  and to reimburse CBS for certain  programming  costs,
including news, that CBS provides to Westwood One.

NOTE 5 - Subsequent Event:
--------------------------

         On July 21,  1997,  $15,293  principal  amount of the  Company's 6 3/4%
Convertible Subordinated Debentures were converted into approximately 622 shares
of the Company's Common Stock and the remaining balance of $150 was redeemed for
cash, thereby resulting in a complete redemption of the securities.

                                        7

<PAGE>



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

         On March 31, 1997, the Company entered into a Representation  Agreement
with CBS to operate the CBS Radio Network.  The Company  retains all revenue and
is responsible for all expenses of the CBS Radio Network from the effective date
of the Representation Agreement.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997 COMPARED
WITH THREE MONTHS ENDED JUNE 30, 1996
-----------------------------------------

         Westwood One derives  substantially all of its revenue from the sale of
advertising  time to  advertisers.  Net revenue  increased  $20,725,  or 46%, to
$66,117 in the second quarter of 1997 from $45,392 in the comparable  prior year
quarter.  The increase in net revenue was  primarily due to the inclusion of the
results of the CBS Radio Network and higher  advertising rates for the Company's
programs.

         Operating costs and expenses  excluding  depreciation  and amortization
increased $18,482, or 59%, to $49,731 in the second quarter of 1997 from $31,249
in the second  quarter of 1996. The increase was primarily  attributable  to the
inclusion of the CBS Radio Network,  including fees payable to CBS in connection
with  the   Representation   Agreement,   partially   offset  by  lower  station
compensation expenses for the Company's network operation.

         Depreciation  and amortization was $3,090 in the second quarter of 1997
as  compared  to $3,094 in the second  quarter of 1996.  The  nominal  change is
principally  attributable to no amortization of programming  costs and rights in
1997, as deferred  programming  costs were fully amortized,  partially offset by
amortization associated with the inclusion of the CBS Radio Network.

         Operating  income  increased  $2,412,  or 25%, to $11,960 in the second
quarter of 1997 from $9,548 in the second  quarter of 1996.  The  improvement is
principally  attributable  to higher  revenue and  consolidations  in operations
resulting from the inclusion of the CBS Radio Network.

         Interest  expense  increased 4% to $2,251 in the second quarter of 1997
from  $2,172 in 1996.  The  increase  is  principally  attributable  to interest
payable  to CBS as part of the  Representation  Agreement,  partially  offset by
lower interest rates.

         Net income increased  $1,992, or 28%, to $8,983 ($.26 per share) in the
second  quarter of 1997 from  $6,991  ($.20 per share) in the second  quarter of
1996.








                                        8

<PAGE>



SIX MONTHS ENDED JUNE 30, 1997 COMPARED
WITH SIX MONTHS ENDED JUNE 30, 1996
---------------------------------------

         Net  revenue  for the first half of 1997  increased  36% to $107,578 in
1997  from  $79,240  in the  first  half of  1996.  The  increase  is  primarily
attributable  to the  inclusion of the CBS Radio  Network,  the  acquisition  of
Shadow Traffic and higher advertising rates for the Company's programs.

         Operating costs and expenses increased 41% to $84,251 in the first half
of 1997 from $59,660 in the comparable  1996 period.  The increase was primarily
attributable  to the  inclusion  of the CBS Radio  Network  and the  purchase of
Shadow Traffic.

         Depreciation  and amortization was $5,938 in the first half of 1997 and
1996. Higher depreciation and amortization resulting from the purchase of Shadow
Traffic and the inclusion of the CBS Radio Network was offset by no amortization
of programming costs and rights in 1997 as these costs are fully amortized.

         Interest  expense  increased  7% to $4,501 in the first half of 1997 as
compared  to $4,223 in the  first  half of 1996.  The  increase  is  principally
attributable  to  higher  debt  levels in the  first  half of 1997 and  interest
payable  to CBS as part of the  Representation  Agreement,  partially  offset by
lower interest rates.

         Net income increased  $3,135,  or 49% to $9,487 ($.28 per share) in the
first half of 1997 from $6,352 ($.19 per share) in the comparable 1996 period.

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

         At June 30, 1997, the Company's cash and cash  equivalents were $2,094,
a decrease of $561 from December 31, 1996.

         For the six  months  ended  June  30,  1997,  net cash  from  operating
activities increased $156. The cash flow from operations was principally used to
fund working capital requirements  resulting from the inclusion of the CBS Radio
Network.

         At June 30, 1997,  the Company had  available  borrowings of $35,000 on
its  revolving  credit  facility.  In  addition,  as part of the  Representation
Agreement  with CBS, CBS provided a $9,012  working  capital loan to the Company
which is payable on March 31, 1999.

         On July 21,  1997,  $15,293  principal  amount of the  Company's 6 3/4%
Convertible Subordinated Debentures were converted into approximately 622 shares
of the Company's Common Stock. The remaining outstanding balance of the issuance
was redeemed for cash.

         The Company has used its available cash to repurchase its Common Stock.
In the first six months of 1997,  the Company  repurchased  315 shares of Common
Stock  at a cost of  $5,992.  In  addition,  in  July  1997,  warrants  covering
approximately 106 shares were exercised, resulting in a cash inflow of $1,834 to
the Company. These warrants, of which 2,368 are currently outstanding, expire on
September 4, 1997.

                                        9

<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
------------------------------------------------------------

     (a)     The Annual Meeting of Shareholders of the Company was held on
             June 17, 1997.

     (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 David L.
             Dennis as a Class II  director,  for which  holders  of Common
             Stock voted alone):

             1)  Election of Class II Directors:

                             Farid Suleman    Paul G. Krasnow    David L. Dennis
                             -------------    ---------------    ---------------

                 FOR           45,053,683        45,042,728         27,461,283
                 WITHHELD         737,889           748,844            745,789

             2)  Approval of Amendment to Amended 1989 Stock Incentive Plan:

                 FOR                    34,749,027
                 AGAINST                 8,457,105
                 ABSTAIN                    67,859

             3)  Ratification of the selection of Price Waterhouse as the 
                 independent accountants of the Company for fiscal 1997.

                 FOR                    45,734,991
                 AGAINST                     2,224
                 ABSTAIN                    54,357

Item 5
------

         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 June 30, 1997.

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






                                                     Dated: August 13, 1997
























                                       11