SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003

                                       OR

[    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from _____ to ______

                         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, NY                          10019
  (Address of principal executive offices)                          (Zip Code)

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


     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 ___

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ____

Number  of  shares  of stock  outstanding  at May 1,  2003  (excluding  treasury
shares):

         Common Stock, par value $.01 per share - 101,864,308 shares
         Class B Stock, par value $.01 per share -  703,466 shares

 <page>

                               WESTWOOD ONE, INC.

                                      INDEX


                                                                      Page No.

PART I.           FINANCIAL INFORMATION

  Item 1.         Financial Statements

                  Consolidated Balance Sheets                             3

                  Consolidated Statements of Operations                   4

                  Consolidated Statements of Cash Flows                   5

                  Notes to Consolidated Financial Statements              6

  Item 2.         Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                              8

  Item 3.         Qualitative and Quantitative Disclosures
                  About Market Risk                                       10

  Item 4.         Controls and Procedures                                 10


PART II. OTHER INFORMATION

                  Exhibits and Reports on Form 8K                         11

                  SIGNATURES                                              13

                  CERTIFICATIONS                                          14



                                       2

<page>
Item 1.  Financial Statements

                               WESTWOOD ONE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                                             <C>                <C>


                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                          ---------
                                                                                    2003              2002
                                                                                    ----              ----
                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                        $ 5,316         $   7,371
  Accounts receivable, net of allowance for doubtful accounts
     of $6,565 (2003) and $11,757 (2002)                                           112,899           131,676
  Other current assets                                                              10,030            14,581
                                                                                  --------        ---------
            Total Current Assets                                                   128,245           153,628
PROPERTY AND EQUIPMENT, NET                                                         52,877            53,699
GOODWILL                                                                           990,192           990,192
INTANGIBLE ASSETS, NET                                                               9,072             9,647
OTHER ASSETS                                                                        59,776            59,146
                                                                                ----------        ----------
            TOTAL ASSETS                                                        $1,240,162        $1,266,312
                                                                                ==========        ==========

             LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                 $24,455           $24,809
  Other accrued expenses and liabilities                                            74,163            65,277
                                                                                ----------        ----------
            Total Current Liabilities                                               98,618            90,086
LONG-TERM DEBT                                                                     233,111           232,135
DEFERRED INCOME TAXES                                                               31,733            30,733
OTHER LIABILITIES                                                                   10,186            10,318
                                                                                ----------        ----------
             TOTAL LIABILITIES                                                     373,648           363,272
                                                                                ----------        ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000 shares, none outstanding                         -                 -
  Common stock, $.01 par value: authorized,  274,237 shares;
    issued and outstanding, 104,255 (2003) and 103,989 (2002)                        1,043             1,040
  Class B stock, $.01 par value: authorized,  3,000 shares:
    issued and outstanding, 704 (2003 and 2002)                                          7                 7
  Additional paid-in capital                                                       690,393           684,311
  Accumulated earnings                                                             235,895           218,981
                                                                                ----------        ----------
                                                                                   927,338           904,339
  Less treasury stock, at cost; 1,804 shares (2003) and 35 shares(2002)            (60,824)           (1,299)
                                                                                ----------        ----------
              TOTAL SHAREHOLDERS' EQUITY                                           866,514           903,040
                                                                                ----------        ----------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $1,240,162        $1,266,312
                                                                                ==========        ==========

</TABLE>


          See accompanying notes to consolidated financial statements.
                                       3


<page>
                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)



                                                          Three Months Ended
                                                                March 31,
                                                                ---------
                                                          2003           2002
                                                          ----           ----
GROSS REVENUES                                          $145,618       $146,667
  Less Agency Commissions                                 19,823         20,371
                                                        --------       --------
NET REVENUES                                             125,795        126,296
                                                        --------       --------
Operating Costs and Expenses Excluding
  Depreciation and Amortization                           92,052         92,401
Depreciation and Amortization                              2,880          2,835
Corporate General and Administrative Expenses              1,644          1,737
                                                        --------       --------
                                                          96,576         96,973
                                                        --------       --------
OPERATING INCOME                                          29,219         29,323
Interest Expense                                           2,451          1,758
Other Income                                                 (20)           (35)
                                                        --------       --------
INCOME  BEFORE INCOME TAXES                               26,788         27,600
INCOME TAXES                                               9,874         10,157
                                                        --------       --------

NET INCOME                                               $16,914        $17,443
                                                        ========       ========

NET INCOME  PER SHARE:
   BASIC                                                  $ .16          $ .16
                                                        ========       ========
   DILUTED                                                $ .16          $ .16
                                                        ========       ========

WEIGHTED AVERAGE SHARES OUTSTANDING:
   BASIC                                                 103,063        106,629
                                                        ========       ========
   DILUTED                                               105,638        110,434
                                                        ========       ========


          See accompanying notes to consolidated financial statements.
                                       4

<page>

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

                                                                                   Three Months Ended
                                                                                         March 31,
                                                                                         ---------
                                                                                   2003             2002
                                                                                   ----             ----
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                     $16,914          $17,443
  Adjustments to reconcile net income to net cash provided by
     operating activities:
       Depreciation and amortization                                               2,880            2,835
       Deferred taxes                                                              1,000            1,138
       Amortization of deferred financing costs                                      159              139
                                                                                 -------          -------
                                                                                  20,953           21,555
                                                                                 -------          -------
       Changes in assets and liabilities:
        Decrease in accounts receivable                                           18,777            7,881
        Decrease  in other assets                                                  4,551            3,628
        Increase in accounts payable and accrued liabilities                      10,388            9,848
                                                                                 -------          -------
             Total change in assets and liabilities                               33,716           21,357
                                                                                 -------          -------
             Net Cash Provided By Operating Activities                            54,669           42,912
                                                                                 -------          -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures                                                            (1,046)          (1,022)
  Acquisition of companies and other                                                (145)             (32)
                                                                                 -------          -------
             Net Cash Used For Investing Activities                               (1,191)          (1,054)
                                                                                 -------          -------
             CASH PROVIDED BEFORE FINANCING ACTIVITIES                            53,478           41,858
                                                                                 -------          -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                         4,235           12,491
  Borrowings under bank and other long-term obligations                              -             16,250
  Debt repayments and payments of capital lease obligations                         (138)             -
  Repurchase of common stock and warrants                                        (59,525)         (65,548)
  Deferred financing costs                                                          (105)             -
                                                                                 -------          -------
             NET CASH (USED IN) FINANCING ACTIVITIES                             (55,533)         (36,807)
                                                                                 -------          -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (2,055)           5,051

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   7,371            4,509
                                                                                 -------          -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $5,316           $9,560
                                                                                 =======          =======

</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,  2003,  the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods  ended March 31, 2003 and 2002 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 - 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:

                                  March 31,
                             -------------------
                              2003          2002
                              ----          ----
            Options          2,575         3,411
            Warrants           -             394


NOTE 4 - Debt:

     A March  31,  2003 the  Company  had  outstanding  borrowings  of  $200,000
pursuant to its  outstanding  Notes and $30,000 under its bank revolving  credit
facility.  In addition,  the Company had available  borrowings of $197,500 under
its bank revolving credit facility.

     The estimated fair value of the Company's  interest rate swaps at March 31,
2003 was $3,111.

                                       6

<page>

NOTE 5 - Stock Options

     The Company  applies APB 25 and related  interpretations  in accounting for
its stock option plans. Accordingly, no compensation expense has been recognized
for its plans.  Had  compensation  cost been  determined in accordance  with the
methodology  prescribed  by SFAS 123, the  Company's net income and earnings per
share  would  have been  reduced  by  approximately  $2,037  ($.02 per basic and
diluted  share)  in the first  quarter  of 2003 and  $2,018  ($.02 per basic and
diluted share) in the first quarter of 2002.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   2003             2002
                                                   ----             ---
        Net Income as Reported                   $16,914          $17,443
        Deduct:  Total Stock Based
         Employee Compensation Expense,
         Net of Tax                               (2,037)          (2,018)
                                                   -----            -----
        Pro Forma Net Income                     $14,877          $15,425
                                                 =======          =======

        Net Income Per Share:
         Basic - As Reported                       $.16             $.16
                                                   ====             ====
         Basic - Pro Forma                         $.14             $.14
                                                   ====             ====

         Diluted - As Reported                     $.16             $.16
                                                   ====             ====
         Diluted - Pro Forma                       $.14             $.14
                                                   ====             ====



                                       7
<page>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations (In thousands, except per share amounts)

     Management's discussion and analysis should be read in conjunction with the
Consolidated  Financial  Statements  and related Notes and the Company's  Annual
Report on Form 10-K for the year ended December 31, 2002.

     Discussions   included  herein  related  to  "revenue"  or  "net  revenues"
corresponds to the financial  statement caption of Net Revenues on the Company's
Consolidated  Statements of  Operations.  The principal  components of Operating
costs and expenses  excluding  depreciation and amortization are personnel costs
(exclusive of corporate  personnel),  affiliate  compensation,  broadcast rights
fees,  program  production  and  distribution   costs,  sales  related  expenses
(including bad debt  expenses,  commissions,  and  promotional  and  advertising
expenses),  expenses  related to the  Company's  representation  agreement  with
Infinity and news expenses.  Corporate general and  administrative  expenses are
primarily comprised of costs associated with the Infinity Management  Agreement,
personnel costs and other administrative expenses.

Results of Operations

Three Months Ended March 31, 2003 Compared
With Three Months Ended March 31, 2002
--------------------------------------

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net revenue in the first quarter of 2003 was
$125,795  compared  with  $126,296 in the first  quarter of 2002,  a decrease of
$501. The non-recurrence of approximately  $6,000 of revenue associated with the
Company's exclusive radio broadcast of the Winter Olympics in 2002 was partially
offset by revenue attributable to new programming.  Additionally, we experienced
a softening of advertiser sales prior to and immediately  after the commencement
of the war with Iraq.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
decreased $349 to $92,052 in the first quarter of 2003 from $92,401 in the first
quarter of 2002. The  non-recurrence  of expenses  attributable to the Company's
broadcast  of the  Winter  Olympics  (approximately  6% of  2002  first  quarter
operating costs and expenses) and lower employee related expenses were partially
offset by costs associated with new program offerings, higher insurance expenses
and news costs. .

     Depreciation and  amortization  increased 2% to $2,880 in the first quarter
of 2003 compared with $2,835 in the first quarter of 2002.

     Corporate  administrative  expenses  decreased  5% to  $1,644  in the first
quarter of 2003 from  $1,737 in the first  quarter  of 2002.  The  decrease  was
primarily attributable to lower compensation expense, partially offset by higher
expenses associated with new corporate governance regulations.

     Operating  income  decreased  nominally to $29,219 in the first  quarter of
2003  from  $29,323  in  the  first  quarter  of  2002,  primarily  due  to  the
non-recurrence of profit  associated with the 2002 Winter Olympics  broadcast in
the first quarter of 2002.


                                       8

<page>

     Net interest  expense  increased 41% in the first quarter of 2003 to $2,431
from $1,723 in 2002. The increase was attributable to higher debt outstanding in
the first quarter of 2003 as a result of the Company's  issuance of $200 million
in a  combination  of 7 and  10-year  fixed rate Senior  Unsecured  Notes in the
fourth quarter of 2002 and higher average interest rates.

     Income tax expense in the first  quarter of 2003 was $9,874  compared  with
$10,157 in the first quarter of 2002.  The Company's  effective  income tax rate
was approximately 37% in both periods.

     Net income in the first  quarter of 2003 was $16,914  compared with $17,443
in the first  quarter of 2002 a decrease of $529 or 3%. Net income per basic and
diluted share were $.16 in both periods.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 103,063 and 105,638,  respectively, in the first
quarter of 2003  compared with 106,629 and 110,434,  respectively,  in the first
quarter of 2002. The decrease is principally attributable to the Company's stock
repurchase program.

Liquidity and Capital Resources

     The  business  is  financed  through  cash  flows from  operations  and the
issuance of debt and equity. The Company continually  projects  anticipated cash
requirements,   which   include   share   repurchases,   acquisitions,   capital
expenditures,   and   principal  and  interest   payments  on  its   outstanding
indebtedness,  as well as cash flows generated from operating activity available
to meet  these  needs.  Any net cash  funding  requirements  are  financed  with
short-term borrowings and long-term debt.

     At March 31, 2003, the Company's cash and cash  equivalents  were $5,316, a
decrease of $2,055 from the December 31, 2002 balance.

     For the three months ended March 31, 2003 versus the comparable  prior year
period, net cash from operating  activities  increased $11,757.  The improvement
was primarily attributable to increased accounts receivable collections.

     At March 31, 2003, the Company had available  borrowings of $197,500 on its
revolving credit facility.  Pursuant to the terms of the facility, the amount of
available  borrowings declines by $7,500 at the end of each quarter in 2003. The
Company has used its available  cash to either  repurchase  its Common Stock and
warrants  and/or  repay its debt.  In the first  quarter  of 2003,  the  Company
repurchased  approximately 1,769 shares of Common Stock at a cost of $59,526. In
the month of April,  the Company  repurchased an additional 515 shares of Common
Stock at a cost of approximately $17,025.

     The Company's  business  does not require,  and is not expected to require,
significant cash outlays for capital expenditures.

     The Company  believes that its cash,  other liquid  assets,  operating cash
flows and available bank borrowings,  taken together, provide adequate resources
to fund ongoing operating requirements.

                                       9

<page>

Item 3. Qualitative and Quantitative Disclosures about Market Risk

     In the normal course of business,  the Company employs established policies
and  procedures  to manage  its  exposure  to changes in  interest  rates  using
financial  instruments.   The  Company  uses  derivative  financial  instruments
(fixed-to-floating  interest  rate swap  agreements)  for the purpose of hedging
specific  exposures and holds all  derivatives  for purposes other than trading.
All  derivative  financial  instruments  held reduce the risk of the  underlying
hedged  item and are  designated  at  inception  as hedges  with  respect to the
underlying  hedged item. Hedges of fair value exposure are entered into in order
to hedge the fair value of a recognized asset, liability, or a firm commitment.

     In order to achieve a desired  proportion  of variable and fixed rate debt,
in December  2002,  the Company  entered  into a seven year  interest  rate swap
agreement  covering $25 million  notional value of its outstanding  borrowing to
effectively  float the interest rate at  three-month  LIBOR plus 74 basis points
and two ten year interest  rate swap  agreements  covering $75 million  notional
value of its  outstanding  borrowing to  effectively  float the interest rate at
three-month LIBOR plus 80 basis points.

     These  swap  transactions  allow the  Company to  benefit  from  short-term
declines  in  interest  rates.  The  instruments  meet all of the  criteria of a
fair-value hedge. The Company has the appropriate  documentation,  including the
risk management objective and strategy for undertaking the hedge, identification
of the hedging instrument, the hedged item, the nature of the risk being hedged,
and how the hedging instrument's  effectiveness  offsets the exposure to changes
in the hedged item's fair value or variability in cash flows attributable to the
hedged risk.

     With respect to the borrowings  pursuant to the Company's  revolving credit
facility, the interest rate on the borrowings is based on the prime rate plus an
applicable  margin of up to .25%,  or LIBOR plus an  applicable  margin of up to
1.25%, as chosen by the Company.  Historically, the Company has typically chosen
the LIBOR  option  with a three  month  maturity.  Every .25% change in interest
rates has the effect of increasing or decreasing our annual interest  expense by
$5,000 for every $2 million of outstanding debt.

     The Company continually monitors its positions with, and the credit quality
of,  the  financial  institutions  that  are  counterparties  to  its  financial
instruments, and does not anticipate nonperformance by the counterparties.

     The Company's  receivables do not represent a significant  concentration of
credit  risk due to the wide  variety  of  customers  and  markets  in which the
Company operates.

Item 4. Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
evaluated the effectiveness of the Company's  disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934,
as amended) within 90 days of the filing date of this report, and have concluded
that  the  Company's  disclosure  controls  and  procedures  are  effective  for
gathering,  analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities  and Exchange Act of 1934.  There have
been no  significant  changes in our internal  controls or in other factors that
could significantly affect these controls subsequent to the evaluation date.

                                       10

<page>

PART II OTHER INFORMATION

Items 1 through 5

      These items are not applicable.

Item 6 - Exhibits and Reports on Form 8-K

(a)   EXHIBIT
      NUMBER                            DESCRIPTION


3.1  Restated Certificate of Incorporation, as filed on October 25, 2002. (14)
3.2  Bylaws of Registrant as currently in effect. (6)
4.1  Note Purchase Agreement, dated December 3, 2002, between Registrant and the
     Purchasers. (15)
*10.1Employment  Agreement,  dated April 29, 1998, between Registrant and Norman
     J. Pattiz. (8)
10.2 Form of Indemnification  Agreement between Registrant and its Directors and
     Executive Officers. (1)
10.3 Amended and Restated Credit  Agreement,  dated September 30, 1996,  between
     Registrant and The Chase Manhattan Bank and Co-Agents. (6)
10.4 Second  Amended and  Restated  Credit  Agreement  dated  November 17, 2000,
     between Registrant and The Chase Manhattan Bank and Co-Agents. (12)
10.5 Amendment  One dated  October 24, 2002 to the Amended and  Restated  Credit
     Agreement. (15)
10.6 Purchase  Agreement,  dated as of August 24, 1987,  between  Registrant and
     National Broadcasting Company, Inc. (2)
10.7 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and
     Metro Networks, Inc. dated as of June 1, 1999 (9)
*10.8Amendment No. 1 to the  Agreement  and Plan Merger,  dated as of August 20,
     1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks,
     Inc. (10)
10.9 Management Agreement,  dated as of March 30, 1999, and amended on April 15,
     2002 between Registrant and Infinity Broadcasting Corporation. (9) (13)
10.10Representation  Agreement,  dated as of March 31, 1997,  between Registrant
     and CBS, Inc. (7) (13)
10.11Westwood One Amended 1999 Stock Incentive Plan. (9)
10.12Westwood One, Inc. 1989 Stock Incentive Plan. (3)
10.13Amendments  to the Westwood One, Inc.  Amended 1989 Stock  Incentive  Plan.
     (4) (5)
10.14Leases,  dated August 9, 1999, between Lefrak SBN LP and Westwood One, Inc.
     and between Infinity and Westwood One, Inc.  relating to New York, New York
     offices. (11)
99.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

***********************************************
*Indicates a management contract or compensatory plan or arrangement.
   (b)    Reports on Form 8-K

          On February 11, 2003,  Registrant  filed a current  report on Form 8-K
          announcing its fourth quarter and full year 2002 financial results.

          On March  18,  2003,  Registrant  filed a  current  report on Form 8-K
          updating its  financial  guidance for the first  quarter and full year
          2003.


*********************************

                                      11

<page>
*Indicates a management contract or compensatory plan

(1)  Filed as part of  Registrant's  September  25,  1986  proxy  statement  and
     incorporated herein by reference.
(2)  Filed an exhibit to Registrant's current report on Form 8-K dated September
     4, 1987 and incorporated herein by reference.
(3)  Filed  as  part  of  Registrant's   March  27,  1992  proxy  statement  and
     incorporated herein by reference.
(4)  Filed as an exhibit to  Registrant's  July 20,  1994  proxy  statement  and
     incorporated herein by reference.
(5)  Filed as an exhibit  to  Registrant's  May 17,  1996  proxy  statement  and
     incorporated herein by reference.
(6)  Filed as an exhibit to Registrant's  Quarterly  report on Form 10-Q for the
     quarter ended September 30, 1996 and incorporated herein by reference.
(7)  Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1997 and incorporated herein by reference.
(8)  Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1998 and incorporated herein by reference.
(9)  Filed as an exhibit to  Registrant's  August 24, 1999 proxy  statement  and
     incorporated herein by reference.
(10) Filed as an  exhibit  to  Registrant's  current  report  on Form 8-K  dated
     October 1, 1999 and incorporated herein by reference.
(11) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1999 and incorporated herein by reference.
(12) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 2000 and incorporated herein by reference.
(13) Filed as an exhibit to  Registrant's  April 29,  2002 proxy  statement  and
     incorporated herein by reference.
(14) Filed as an exhibit to Registrant's  Quarterly  report on Form 10-Q for the
     quarter ended September 30, 2002 and incorporated herein by reference.
(15) Filed as an  exhibit  to  Registrant's  current  report  on Form 8-K  dated
     December 3, 2002 and incorporated herein by reference.

                                      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/ JOEL HOLLANDER
                                                     ---------------------------
                                                     Joel Hollander
                                                     Chief Executive Officer



                                                  By: /S/ JACQUES TORTOROLI
                                                     ---------------------------
                                                     Jacques Tortoroli
                                                     Chief Financial Officer


                                                  Dated: May 14, 2003


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                      CHIEF EXECUTIVE OFFICER CERTIFICATION



I, Joel Hollander, Chief Executive Officer of the Company, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Westwood One, Inc.;

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

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<page>

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



/S/ JOEL HOLLANDER
------------------
Joel Hollander
Chief Executive Officer
May 14, 2003

                                      15

<page>

                     CHIEF FINANCIAL OFFICER CERTIFICATION



I, Jacques Tortoroli, Chief Financial Officer of the Company, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Westwood One, Inc.;

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

                                      16

<page>

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.






/S/ JACQUES TORTOROLI
---------------------
Jacques Tortoroli
Chief Financial Officer
May 14, 2003








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