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, 2001                Commission File Number  0-13020


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



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



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


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




     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                     Yes     X                  No
                           -----                     -----

     As of May 1, 2001,  107,203,373  shares of Common  Stock were  outstanding,
excluding treasury shares, and 703,466 shares of Class B Stock were outstanding.

                                       1




                               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


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

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

                                                                                 March 31,             December 31,
                                                                                   2001                   2000
                                                                                   ----                   ----
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                     $    5,406             $    6,757
  Accounts receivable, net of allowance for doubtful accounts
     of $9,453 (2001) and $9,356 (2000)                                            106,366                135,550
  Other current assets                                                               8,154                 11,574
                                                                                ----------              ---------
                           Total Current Assets                                    119,926                153,881
PROPERTY AND EQUIPMENT, NET                                                         55,842                 58,052
INTANGIBLE ASSETS, NET                                                           1,043,452              1,055,727
OTHER ASSETS                                                                        16,243                 17,896
                                                                                ----------             ----------
             TOTAL ASSETS                                                       $1,235,463             $1,285,556
                                                                                ==========             ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                              $   41,645             $   41,916
  Current maturity of long-term debt                                                 6,250                 10,000
  Other accrued expenses and liabilities                                            75,683                 86,286
                                                                                ----------             ----------
             Total Current Liabilities                                             123,578                138,202
LONG-TERM DEBT                                                                     139,750                168,000
OTHER LIABILITIES                                                                   29,917                 29,462
                                                                                ----------             ----------
             TOTAL LIABILITIES                                                     293,245                335,664
                                                                                ----------             ----------
COMMITMENTS AND CONTINGENCIES                                                         -                      -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000 shares, none outstanding                         -                      -
  Common stock, $.01 par value: authorized,  300,000 shares;
    issued and outstanding, 129,630 (2001) and 129,300 (2000)                        1,296                  1,293
  Class B stock, $.01 par value: authorized,  3,000 shares:
    issued and outstanding, 704 (2001 and 2000)                                          7                      7
  Additional paid-in capital                                                     1,197,347              1,194,118
  Accumulated earnings                                                              71,271                 66,671
  Accumulated other comprehensive loss                                              (4,477)                (3,635)
                                                                                ----------              ---------
                                                                                 1,265,444              1,258,454
  Less treasury stock, at cost; 22,289 (2001) and 21,612 (2000) shares            (323,226)              (308,562)
                                                                                ----------              ---------
             TOTAL SHAREHOLDERS' EQUITY                                            942,218                949,892
                                                                                ----------              ---------
             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $1,235,463             $1,285,556
                                                                                ==========             ==========



</TABLE>



          See accompanying notes to consolidated financial statements.
                                        3


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

<TABLE>
<CAPTION>


                                                                                 Three Months Ended
                                                                                       March 31,
                                                                                       --------
<S>     <C>                                                                     <C>           <C>
                                                                                  2001          2000
                                                                                  ----          ----

        GROSS REVENUES                                                          $140,477      $143,798
          Less Agency Commissions                                                 18,908        21,696
                                                                                --------      --------
        NET REVENUES                                                             121,569       122,102
                                                                                --------      --------
        Operating Costs and Expenses Excluding
          Depreciation and Amortization                                           90,441        92,344
        Depreciation and Amortization                                             17,007        15,495
        Corporate General and Administrative Expenses                              1,811         2,016
                                                                                --------      --------
                                                                                 109,259       109,855
                                                                                --------      --------
        OPERATING INCOME                                                          12,310        12,247
        Interest Expense                                                           2,846         2,744
        Other Income                                                                (103)         (204)
                                                                                --------      --------
        INCOME BEFORE INCOME TAXES                                                 9,567         9,707
        INCOME TAXES                                                               4,967         5,751
                                                                                --------      --------

        NET INCOME                                                                $4,600        $3,956
                                                                                ========      ========

        NET INCOME PER SHARE:
           BASIC                                                                   $ .04         $ .04
                                                                                ========      ========
           DILUTED                                                                 $ .04         $ .03
                                                                                ========      ========

        WEIGHTED AVERAGE SHARES OUTSTANDING:
           BASIC                                                                 107,865       112,155
                                                                                ========      ========
           DILUTED                                                               111,766       119,368
                                                                                ========      ========


</TABLE>


          See accompanying notes to consolidated financial statements.
                                        4


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

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                        March 31,
                                                                                        --------
<S>                                                                             <C>             <C>

                                                                                 2001             2000
                                                                                 ----             ----
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                     $4,600           $3,956
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                            17,007           15,495
        Other                                                                       658              651
                                                                                -------          -------
                                                                                 22,265           20,102
        Changes in assets and liabilities:
           Decrease in accounts receivable                                       29,184           21,894
           Decrease in other assets                                               2,370            1,482
           Increase (Decrease) in accounts payable and accrued liabilities       (6,750)           5,714
                                                                                -------          -------
                  Net Cash Provided By Operating Activities                      47,069           49,192
                                                                                -------          -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                             (2,370)          (7,685)
  Capital expenditures                                                           (1,723)          (1,699)
                                                                                -------          -------
                  Net Cash Used For Investing Activities                         (4,093)          (9,384)
                                                                                -------          -------
                  CASH PROVIDED BEFORE FINANCING ACTIVITIES                      42,976           39,808
                                                                                -------          -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                        3,232            4,336
  Debt repayments and payments of capital lease obligations                     (32,895)         (33,324)
  Repurchase of common stock                                                    (14,664)         (11,601)
                                                                                -------          -------
                  NET CASH USED IN FINANCING ACTIVITIES                         (44,327)         (40,589)
                                                                                -------          -------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                        (1,351)            (781)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  6,757           10,626
                                                                                -------          -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $5,406           $9,845
                                                                                =======          =======

</TABLE>



          See accompanying notes to consolidated financial statements.
                                        5


                               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,  2001,  the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods  ended March 31, 2001 and 2000 are  unaudited,
but in the opinion of management  include all  adjustments  necessary for a fair
presentation  of the financial  position and the results of  operations  for the
periods presented. These financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission.

NOTE 2 - 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,
                                  ----------------------
                                  2001              2000
                                  ----              ----
                 Warrants         1,154             2,688
                 Options          2,747             4,524

NOTE 3 - Debt:

     At March 31, 2001 the Company had outstanding  borrowings of $146,000 under
its bank  revolving  credit  facility and  additional  available  borrowings  of
$184,000.



                                       6


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

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED
WITH THREE MONTHS ENDED MARCH 31, 2000

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net revenue in the first quarter of 2001 was
$121,569  compared with  $122,102 in the first quarter of 2000.  The decrease in
net  revenue was due to a  reduction  in  advertising  spending  principally  by
Internet  companies  partially  offset  by  higher  revenue  from the  Company's
traditional, as well as, new advertisers.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
decreased  2% to $90,441 in the first  quarter of 2001 from $92,344 in the first
quarter of 2000. The decrease was  principally  due to tight cost controls,  and
reductions in affiliate compensation and personnel costs.

     Depreciation and amortization  increased  $1,512, or 10%, to $17,007 in the
first  quarter of 2001  compared  with $15,495 in the first  quarter of 2000 due
principally to depreciation and  amortization  associated with the November 2000
acquisition of the operating assets of SmartRoute Systems, Inc. ("SmartRoute").

     Corporate  administrative  expenses  decreased  10% to  $1,811 in the first
quarter of 2001 from  $2,016 in the first  quarter  of 2000.  The  decrease  was
primarily attributable to lower across-the-board expenses.

     Operating income increased slightly to $12,310 in the first quarter of 2001
from  $12,247 in the first  quarter of 2000,  primarily  due to a  reduction  in
operating  costs,  partially  offset by  higher  depreciation  and  amortization
expense from the SmartRoute acquisition.

     Net interest expense  increased in the first quarter of 2001 to $2,743 from
$2,540 in 2000. The increase was due to higher debt levels partially offset by a
reduction in expense due to lower interest rates.

     Income tax expense in the first  quarter of 2001 was $4,967  compared  with
$5,751 in the first quarter of 2000. The Company's  effective income tax rate in
2001 is  approximately  52% compared  with a 59% effective tax rate in the first
quarter  of  2000.  The  decrease  in the  effective  tax  rate is a  result  of
nondeductible  goodwill amortization being a smaller percentage of pretax income
and lower state tax expense.

     Net  income in the first  quarter  of 2001 was  $4,600  ($.04 per basic and
diluted  share)  compared with $3,956 ($.04 per basic and $.03 diluted share) in
the first quarter of 2000, an increase of approximately $644, or 16%.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 107,865 and 111,766,  respectively, in the first
quarter of 2001  compared with 112,155 and 119,368,  respectively,  in the first
quarter of 2000. The decrease is principally attributable to the Company's stock
repurchase program.
                                       7



LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2001, the Company's cash and cash  equivalents  were $5,406, a
decrease of $1,351 from the December 31, 2000 balance.

     For the three months ended March 31, 2001 versus the comparable  prior year
period,  net cash from operating  activities  decreased $2,123. The decrease was
primarily attributable to reducing outstanding payables.

     At March 31, 2000, the Company had available  borrowings of $184,000 on its
revolving credit facility.  Pursuant to the terms of the facility, the amount of
available borrowings declines by $4,500 at the end of each quarter. In addition,
the Company is required to repay its term loan by $2,500 per quarter in 2001 and
$3,750 per quarter in 2002. The Company prepaid its June and September 2001 term
loan  installments  in the  first  quarter  of 2001.  The  Company  has used its
available  cash to  repurchase  its Common  Stock and repay  debt.  In the first
quarter of 2001, the Company repurchased 678 shares of Common Stock at a cost of
$14,664.  From  April 1 through  April 30,  2001,  the  Company  repurchased  an
additional 321 shares of Common Stock at a cost of approximately $8,099.







                                       8



     PART II OTHER INFORMATION

Items 1 through 5

        These items are not applicable.

Item 6 - Exhibits and Reports on Form 8-K

        (a)   Exhibits

              None

        (b)   Reports on Form 8-K

              There were no reports on Form 8-K filed for the three months ended
              March 31, 2001

                                       9



                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                                         WESTWOOD ONE, INC.




                                                     By: /S/ FARID SULEMAN
                                                         ------------------
                                                         FARID SULEMAN
                                                         Chief Financial Officer






                                                         Dated: May 11, 2001







                                       10