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, 2000                 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,  2000,  111,567,656  shares  of  Common  Stock  were  outstanding,
excluding treasury shares, and 703,466 shares of Class B Stock were outstanding.


                                       1


<PAGE>

                               WESTWOOD ONE, INC.
                               ------------------
                                      INDEX
                                      -----


PART I.  FINANCIAL INFORMATION:                                    Page No.
                                                                   --------


         Consolidated Balance Sheets                                   3

         Consolidated Statements of Operations                         4

         Consolidated Statements of Cash Flows                         5

         Notes to Consolidated Financial Statements                    6

         Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations                                                    7





PART II. OTHER INFORMATION                                             9

         SIGNATURES                                                    10















                                       2

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    March 31,            December 31,
                                                                                      2000                   1999
                                                                                      ----                   ----
                                     ASSETS
                                     ------
<S>                                                                                 <C>                   <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                         $ 9,845               $ 10,626
  Accounts receivable, net of allowance for doubtful accounts
     of $8,073 (2000) and $7,714 (1999)                                             123,939                145,833
  Other current assets                                                               11,318                 12,800
                                                                                 ----------             ----------
                           Total Current Assets                                     145,102                169,259
PROPERTY AND EQUIPMENT, NET                                                          54,172                 55,957
INTANGIBLE ASSETS, NET                                                            1,067,404              1,078,587
OTHER ASSETS                                                                         26,608                 31,085
                                                                                 ----------             ----------
                             TOTAL ASSETS                                        $1,293,286             $1,334,888
                                                                                 ==========             ==========

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

CURRENT LIABILITIES:
  Accounts payable                                                                  $31,850                $32,121
  Current maturity of long-term debt                                                 10,000                 10,000
  Other accrued expenses and liabilities                                             89,667                 85,884
                                                                                  ---------              ---------
                           Total Current Liabilities                                131,517                128,005
LONG-TERM DEBT                                                                      125,500                158,000
OTHER LIABILITIES                                                                    23,417                 29,108
                                                                                  ---------              ---------
                             TOTAL LIABILITIES                                      280,434                315,113
                                                                                  ---------              ---------
COMMITMENTS AND CONTINGENCIES                                                          -                      -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000,000 shares, none outstanding                      -                      -
  Common stock, $.01 par value: authorized,  300,000,000 shares;
    issued and outstanding, 128,421,468 (2000) and 127,897,500 (1999)                 1,284                  1,280
  Class B stock, $.01 par value: authorized,  3,000,000 shares:
    issued and outstanding, 703,466 (2000 and 1999)                                       7                      7
  Additional paid-in capital                                                      1,175,703              1,171,370
  Accumulated earnings                                                               28,343                 24,387
  Accumulated other comprehensive income                                              4,247                  7,862
                                                                                 ----------             ----------
                                                                                  1,209,584              1,204,906
  Less treasury stock, at cost; 16,776,450 (2000) and 16,421,450 (1999) shares     (196,732)              (185,131)
                                                                                 ----------             ----------
                             TOTAL SHAREHOLDERS' EQUITY                           1,012,852              1,019,775
                                                                                 ----------             ----------
                             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $1,293,286             $1,334,888
                                                                                 ==========             ==========
</TABLE>




          See accompanying notes to consolidated financial statements.
                                        3

<PAGE>

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



<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                       March 31,
                                                                                   2000            1999
                                                                                  ------          ------

         <S>                                                                     <C>              <C>
          GROSS REVENUES                                                         $143,798         $67,745
         Less Agency Commissions                                                   21,696           9,227
                                                                                 --------         -------
            NET REVENUES                                                          122,102          58,518
                                                                                 --------         -------
         Operating Costs and Expenses Excluding
         Depreciation and Amortization                                             92,344          51,120
         Depreciation and Amortization                                             15,495           4,568
         Corporate General and Administrative Expenses                              2,016           1,193
                                                                                 --------         -------
                                                                                  109,855          56,881
                                                                                 --------         -------
         OPERATING INCOME                                                          12,247           1,637
         Interest Expense                                                           2,744           3,011
            Other Income                                                             (204)           (191)
                                                                                 --------         -------
            INCOME (LOSS) BEFORE INCOME TAXES                                       9,707          (1,183)
            INCOME TAXES                                                            5,751            (521)
                                                                                 --------         -------

         NET INCOME (LOSS)                                                         $3,956           ($662)
                                                                                 ========           =====

         NET INCOME (LOSS) PER SHARE:
                   BASIC                                                           $ .04           $(.01)
                                                                                   =====           =====
                 DILUTED                                                           $ .03           $(.01)
                                                                                   =====           =====

         WEIGHTED AVERAGE SHARES OUTSTANDING:
                   BASIC                                                         112,155          56,536
                                                                                 =======          ======
                 DILUTED                                                         119,368          63,184
                                                                                 =======          ======

</TABLE>

          See accompanying notes to consolidated financial statements.
                                        4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                       2000              1999
                                                                                      ------            ------
<S>                                                                                   <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                   $3,956            ($662)
  Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
        Depreciation and amortization                                                 15,495            4,568
        Other                                                                            651             (392)
                                                                                     -------           ------
                                                                                      20,102            3,514
        Changes in assets and liabilities:
           Decrease in accounts receivable                                            21,894           20,568
           Decrease in other assets                                                    1,482              250
           Decrease (Increase) in accounts payable and accrued liabilities             5,714           (8,910)
                                                                                     -------          -------
                  Net Cash Provided By Operating Activities                           49,192           15,422
                                                                                     -------          -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                                  (7,685)          (9,919)
  Capital expenditures                                                                (1,699)            (544)
                                                                                     -------          -------
                  Net Cash Used For Investing Activities                              (9,384)         (10,463)
                                                                                     -------          -------
                  CASH PROVIDED BEFORE FINANCING ACTIVITIES                           39,808            4,959
                                                                                     -------          -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Borrowings under bank and other long-term obligations                                  -              7,000
  Issuance of common stock                                                             4,336               92
  Debt repayments and payments of capital lease obligations                          (33,324)            (761)
  Repurchase of common stock                                                         (11,601)         (10,259)
                                                                                     -------          -------
                              NET CASH (USED IN) FINANCING ACTIVITIES                (40,589)          (3,928)
                                                                                     -------          -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                    (781)           1,031

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      10,626            2,549
                                                                                     -------           ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $9,845           $3,580
                                                                                     =======          =======
</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, 2000, the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods  ended March 31, 2000 and 1999 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.

         Certain  amounts have been  reclassified  to be  comparable to the 2000
presentation.  These financial statements should be read in conjunction with the
Company's  Annual Report on Form 10-K,  filed with the  Securities  and Exchange
Commission.


NOTE 2 - Earnings Per Share:

         Net income  (loss) per share is  computed 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,
                                       -----------------------
                                        2000              1999
                                       -----             -----
                 Warrants              2,688             5,322
                 Options               4,524             1,326


NOTE 3 - Debt:

     At March 31, 2000 the Company had outstanding  borrowings of $135,500 under
its bank  revolving  credit  facility and  additional  available  borrowings  of
$48,000.


NOTE 4 - Stock Split:

         In March 2000, the Company's  shareholders  approved an increase in the
number of  authorized  shares of common  stock from  117,000 to 300,000  and the
Company subsequently  effected a two-for-one stock split of its Common Stock and
Class B Stock.  All  references  to Common Stock,  Class B Stock,  common shares
outstanding,  weighted  average shares  outstanding,  and per share amounts have
been restated to give retroactive effect to the stock split.

                                       6

<PAGE>

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

         All  references  to  Common  Stock,   Class  B  Stock,   common  shares
outstanding, weighted average shares outstanding and per share amounts have been
restated to give  retroactive  effect to the two-for-one  split of the Company's
Common Stock and Class B Stock which was paid to shareholders in March 2000.

         On September  22,  1999,  the Company  completed  its merger with Metro
Networks,  Inc.  ("Metro").  The results of operations for Metro are included in
the  consolidated  financial  statements  of the  Company  from  the date of the
merger.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2000 COMPARED
  WITH THREE MONTHS ENDED MARCH 31, 1999

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising time to advertisers.  Net revenue  increased 109% to $122,102 in the
first quarter of 2000 from $58,518 in the first quarter of 1999. The increase in
net revenue was due to a strong advertising environment benefiting the Company's
operations as well as the Company's  acquisition of Metro. On a pro forma basis,
assuming  the  acquisition  of Metro had  occurred  as of the  beginning  of the
periods  presented,  net  revenue  for the  first  quarter  of 2000  would  have
increased by approximately 21%.

         Operating costs and expenses  excluding  depreciation  and amortization
increased  81% to $92,344 in the first quarter of 2000 from $51,120 in the first
quarter of 1999. The increase was principally  due to the Company's  acquisition
of Metro.

         Depreciation and amortization increased $10,927, or 239%, to $15,495 in
the first quarter of 2000 as compared to $4,568 in the first quarter of 1999 due
principally  to  the   amortization   of  goodwill   resulting  from  the  Metro
acquisition.

         Corporate  administrative expenses increased 69% to $2,016 in the first
quarter of 2000 from  $1,193 in the first  quarter  of 1999.  The  increase  was
primarily attributable to higher compensation expense.

         Operating income increased 648% to $12,247 in the first quarter of 2000
from  $1,637 in the  first  quarter  of 1999,  primarily  due to higher  network
revenues from the Company's operations,  partially offset by higher depreciation
and amortization from the Metro acquisition.

         Net interest  expense  decreased  10% to $2,540 in the first quarter of
2000 from $2,820 in 1999. The decrease was due to lower debt levels.

                                       7

<PAGE>

         Income tax expense in the first  quarter of 2000 was $5,751 as compared
to a tax benefit of $521 in the first quarter of 1999.  The Company's  effective
income tax rate in 2000 is approximately  59% due principally to  non-deductible
goodwill amortization resulting from the Metro acquisition.

         Net  income in the first  quarter  of 2000 was  $3,956  ($.04 per basic
share and $.03 per diluted  share) as compared to the first  quarter of 1999 net
loss of $662 ($.01 per basic and diluted  share),  an increase of  approximately
$4,618.

         Weighted  average shares  outstanding used to compute basic and diluted
earnings per share increased to 112,155 and 119,368,  respectively, in the first
quarter of 2000 as compared  to 56,536 and 63,184 in the first  quarter of 1999.
The increase is attributable  to stock issued as part of the Metro  acquisition,
partially offset by stock repurchases.


LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2000, the Company's cash and cash equivalents were $9,845,
a decrease of $781 from the December 31, 1999 balance.

         For the three months ended March 31, 2000 versus the  comparable  prior
year period, net cash from operating  activities increased $33,770. The increase
was primarily attributable to higher cash flow from operations and lower working
capital  requirements.  Capital  expenditures  increased  to $1,699 in the first
quarter of 2000 as compared to $544 in the first  quarter of 1999.  The increase
is due to capital expenditures for Metro.

         At March 31, 1999,  the Company had available  borrowings of $48,000 on
its revolving credit facility. Pursuant to the terms of the facility, the amount
of  available  borrowings  declines  by  $3,000 at the end of each  quarter.  In
addition,  the  Company is required to repay its term loan by $2,500 per quarter
in 2000.  The Company has used its available cash to repurchase its Common Stock
and repay debt. In the first quarter of 2000, the Company repurchased 355 shares
of Common Stock at a cost of $11,601.  From April 1 through April 28, 2000,  the
Company  repurchased  an  additional  107  shares of  Common  Stock at a cost of
approximately $3,574.


                                       8

<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 consent to increase the authorized number of shares of Westwood One's
Common  Stock from 117 million  shares to 300 million  shares was  submitted  to
shareholders. The shareholders consented to the increase in authorized shares on
March 8, 2000.

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 March 31, 2000



                                       9

<PAGE>

                                   SIGNATURES



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




                                                         WESTWOOD ONE, INC.




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






                                                         Dated: May 10, 2000







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