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 September 30, 1998             Commission File Number  0-13020
 

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



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

 

              9540 WASHINGTON BLVD., CULVER CITY, CALIFORNIA 90232
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (310) 204-5000




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


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



     As of  November  2,  1998,  28,272,635  shares of Common  Stock,  excluding
6,599,095 treasury shares,  were outstanding and 351,733 shares of Class B Stock
were outstanding.





<PAGE>

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

                                      INDEX
                                      -----




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


              Consolidated Balance Sheets                                  3

              Consolidated Statements of Operations                        4

              Consolidated Statements of Cash Flows                        5

              Notes to Consolidated Financial Statements                   6

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





PART II. OTHER INFORMATION                                                11

         SIGNATURES                                                       12















                                       2
 
<PAGE>

                               WESTWOOD ONE, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                                 September 30,          December 31,
                                                                                                     1998                   1997
                                                                                                     ----                   ----
                                               ASSETS
                                               ------
<S>                                                                                                  <C>                  <C>  
CURRENT ASSETS:
  Cash and cash equivalents                                                                           $ 1,769              $  2,763
  Accounts receivable, net of allowance for doubtful accounts
     of $3,263 (1998) and $2,907 (1997)                                                                75,987                67,765
  Other current assets                                                                                  8,202                 7,405
                                                                                                     --------              --------
                          Total Current Assets                                                         85,958                77,933
PROPERTY AND EQUIPMENT, NET                                                                            27,129                15,516
INTANGIBLE ASSETS, NET                                                                                222,665               204,339
DEFERRED TAXES                                                                                         23,262                28,722
OTHER ASSETS                                                                                            7,838                 9,340
                                                                                                     --------              --------
                                  TOTAL ASSETS                                                       $366,852              $335,850
                                                                                                     ========              ========

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

CURRENT LIABILITIES:
  Accounts payable                                                                                   $ 26,044              $ 24,412
  Accrued expenses and other liabilities                                                               61,821                41,341
                                                                                                     ---------             ---------
                     Total Current Liabilities                                                         87,865                65,753
LONG-TERM DEBT                                                                                        180,000               115,000
CAPITAL LEASE OBLIGATIONS                                                                               6,638                  -
DEFERRED TAXES                                                                                         18,155                18,155
OTHER LIABILITIES                                                                                       3,590                12,264
                                                                                                     ---------             ---------
                             TOTAL LIABILITIES                                                        296,248               211,172
                                                                                                     ---------             ---------
COMMITMENTS AND CONTINGENCIES                                                                             -                     -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000,000 shares, none outstanding                                         -                     -
  Common stock, $.01 par value: authorized,  117,000,000 shares;
    issued, 34,871,730 (1998) and 34,639,730 (1997)                                                       348                   347
  Class B stock, $.01 par value: authorized,  3,000,000 shares:
    issued and outstanding, 351,733 (1998 and 1997)                                                         4                     4
  Additional paid-in capital                                                                          203,677               201,759
  Accumulated deficit                                                                                  (3,899)              (11,903)
                                                                                                     ---------             ---------
                                                                                                      200,130               190,207
  Less treasury stock, at cost; 6,574,095 (1998) and 3,272,295 (1997) shares                         (129,526)              (65,529)
                                                                                                     ---------             ---------
                    TOTAL SHAREHOLDERS' EQUITY                                                         70,604               124,678
                                                                                                     ---------             ---------
                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                          $366,852              $335,850
                                                                                                     =========             =========
</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               Nine Months Ended
                                                                              September 30,                    September 30, 
                                                                           --------------------             --------------------
                                                                           1998            1997             1998            1997
                                                                           ----            ----             ----            ----
<S>                                                                      <C>            <C>              <C>             <C>     
   GROSS REVENUES                                                        $77,179        $73,467          $211,248        $198,277
    Less Agency Commissions                                               10,510         10,094            27,752          27,326
                                                                         --------       --------         ---------       ---------
   NET REVENUES                                                           66,669         63,373           183,496         170,951
                                                                         --------       --------         ---------       ---------
   Operating Costs and Expenses Excluding
    Depreciation and Amortization                                         50,285         48,211           144,608         132,462
   Depreciation and Amortization                                           4,905          3,363            13,536           9,301
   Corporate General and Administrative Expenses                           1,233          1,021             3,528           3,692
   Nonrecurring Items, net                                                   551            -                 551             -
                                                                         --------       --------         ---------       ---------
                                                                          56,974         52,595           162,223         145,455
                                                                         --------       --------         ---------       ---------
   OPERATING INCOME                                                        9,695         10,778            21,273          25,496
   Interest Expense                                                        2,741          2,114             7,258           6,615
      Other Income                                                           (72)          (132)             (338)           (252)
                                                                         --------       ---------        ----------      ---------
   INCOME BEFORE INCOME TAXES                                              7,026          8,796            14,353          19,133
   INCOME TAXES                                                            3,150            930             6,350           1,780
                                                                         --------       --------         ---------       ---------

   NET INCOME                                                             $3,876         $7,866            $8,003         $17,353
                                                                          ======         ======            ======         =======


   NET INCOME PER SHARE:
     BASIC                                                                 $ .14          $ .25             $ .26           $ .57
                                                                          ======         ======            ======          ======
     DILUTED                                                               $ .12          $ .23             $ .24           $ .50
                                                                          ======         ======            ======          ======

   WEIGHTED AVERAGE SHARES OUTSTANDING:
     BASIC                                                                28,637         30,924            30,596          30,404
                                                                          ======         ======            ======          ======
     DILUTED                                                              31,694         34,965            33,981          34,529
                                                                          ======         ======            ======          ======
</TABLE>






          See accompanying notes to consolidated financial statements.
                                        4


<PAGE>

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

                                                                                                Nine Months Ended
                                                                                                  September 30,
                                                                                                  -------------
                                                                                              1998             1997
                                                                                              ----             ----
<S>                                                                                         <C>               <C>  
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                                $ 8,003           $17,353
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                                        13,536             9,301
        Deferred income taxes                                                                 5,460               -
        Other                                                                                   235               242
                                                                                            --------          --------
                                                                                             27,234            26,896
        Changes in assets and liabilities:
           Increase in accounts receivable                                                   (8,222)          (18,606)
           Increase in prepaid assets                                                          (797)           (2,941)
           Increase in accounts payable and accrued liabilities                               7,966             4,569
                                                                                            --------          --------
                 Net Cash Provided By Operating Activities                                   26,181             9,918
                                                                                            --------          --------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                                         (27,360)           (9,383)
  Capital expenditures                                                                        (2,737)             (924)
                                                                                            ---------         ---------
                 Net Cash Used For Investing Activities                                      (30,097)          (10,307)
                                                                                            ---------         ---------
                 CASH USED BEFORE FINANCING ACTIVITIES                                        (3,916)             (389)
                                                                                            ---------         ---------
CASH FLOW FROM FINANCING ACTIVITIES:
  Borrowings under debt arrangements                                                          65,000             9,012
  Debt repayments                                                                                -             (15,150)
  Issuance of common stock                                                                     1,919            36,090
  Repurchase of common stock                                                                 (63,997)          (30,309)
                                                                                            ---------         ---------
                 NET CASH FROM (USED IN) FINANCING ACTIVITIES                                  2,922              (357)
                                                                                            ---------         ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                       (994)              (746)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                               2,763              2,655
                                                                                            ---------         ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $1,769             $1,909
                                                                                            =========         ==========
</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 September 30, 1998, the
consolidated statements of operations for the three and nine month periods ended
September  30, 1998 and 1997 and the  consolidated  statements of cash flows for
the nine months  ended  September  30, 1998 and 1997 are  unaudited,  but in the
opinion of management include all adjustments  necessary for a fair presentation
of the  financial  position  and the  results  of  operations  for  the  periods
presented.

     These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

NOTE 2 - Earnings Per Share:
----------------------------
     Net income 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:

                      THREE MONTHS ENDED                     NINE MONTHS ENDED
                         SEPTEMBER 30,                         SEPTEMBER 30,   
                      ------------------                     -----------------
                      1998         1997                     1998           1997
                      ----         ----                     ----           ----
Warrants             2,584          2,705                  2,676          2,620
Options                473          1,336                    709          1,505


NOTE 3 - Debt:
--------------
     At September  30, 1998 the Company had  outstanding  borrowings of $180,000
under its bank revolving credit facility and available borrowings of $15,000.

     In September 1998 the Company amended its bank revolving credit facility to
increase the amount of the facility to $195,000 from $150,000.


                                       6
<PAGE>

NOTE 4 - Acquisition:
---------------------
     In May,  1998,  the Company  acquired  the  operating  assets of the Shadow
Traffic  operations in  Baltimore,  Boston,  Dallas,  Detroit,  Houston,  Miami,
Sacramento,  San Diego,  San Francisco and  Washington,  D.C. for  approximately
$20,000 plus costs and the assumption of certain  obligations.  The  acquisition
was  accounted for as a purchase,  and  accordingly,  the operating  results are
included with those of the Company from May 1, 1998. The purchase price has been
allocated to the assets and liabilities acquired based on preliminary  estimates
of their respective fair values.  The intangible  assets acquired as part of the
purchase are being amortized over 40 years.

NOTE 5 - Non-recurring Items:
-----------------------------
     Non-recurring  items include amounts  attributable to the  consolidation of
the  Company's  news  operations  ($2,275) and one-time  costs  associated  with
evaluating various strategic alternatives to enhance shareholder value partially
offset by a settlement with a satellite  carrier whereby the Company  received a
refund for past services, resulting in a gain of approximately $2,494. The costs
associated  with the  consolidation  of the  news  operations  were  principally
comprised of severance costs and costs related to abandoned leases.

NOTE 6 - Subsequent Event:
--------------------------
     In October  1998,  CBS Radio agreed in  principle to extend its  Management
Agreement  with  the  Company  for an  additional  five  year  period  on  terms
substantially comparable to the terms of the existing Management Agreement.




                                       7
<PAGE>                     

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

     On May 7, 1998,  the Company  purchased the operating  assets of the Shadow
Traffic  operations in  Baltimore,  Boston,  Dallas,  Detroit,  Houston,  Miami,
Sacramento,  San Diego,  San  Francisco  and  Washington,  D.C.  The  results of
operations  for  these  additional  cities  are  included  in  the  consolidated
financial  statements  of the Company from May 1, 1998.  On March 31, 1997,  the
Company  entered into a  Representation  Agreement with CBS, Inc. to operate the
CBS Radio  Networks.  The Company retains all revenue and is responsible for all
expenses of the CBS Radio Networks from the effective date of the Representation
Agreement.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER  30, 1998 COMPARED
  WITH THREE MONTHS ENDED SEPTEMBER  30, 1997
-----------------------------------------------

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising time to advertisers.  Net revenue increased $3,296, or 5% to $66,669
in the third quarter of 1998 from $63,373 in the comparable  prior year quarter.
The increase was primarily  attributable  to higher  revenues from the Company's
Shadow Traffic  operations,  including  those  operations  acquired in May 1998,
partially  offset by lower network  revenues due to the  elimination  of certain
programming, including Major League Baseball.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
increased $2,074, or 4%, to $50,285 in the third quarter of 1998 from $48,211 in
the third quarter of 1997. The increase is due principally to the acquisition of
the new Shadow Traffic Operations,  partially offset by the elimination of costs
related to the termination of programming.

     Depreciation and amortization  increased 46% to $4,905 in the third quarter
of 1998 from  $3,363 in the third  quarter of 1997.  The  change is  principally
attributable  to  depreciation  and  amortization  related to fixed  assets from
capitalized leases and the recently acquired Shadow Traffic operations.

     Corporate general and  administrative  expenses  increased 21% to $1,233 in
1998 from $1,021 in 1997.  The  increase  is  primarily  attributable  to higher
compensation expense.

     In the third quarter of 1998, the Company incurred a net charge of $551 for
non-recurring items. The non-recurring items related to the consolidation of the
Company's news  operations,  one-time costs  associated with evaluating  various
strategic  alternatives  to enhance  shareholder  value and a settlement  with a
satellite carrier whereby the Company recognized a gain for past services.

     Operating income decreased  $1,083,  or 10%, to $9,695 in the third quarter
of 1998 from  $10,778 in the third  quarter of 1997.  The decrease is due to the
non-recurring items and higher depreciation and amortization expense.


                                       8
<PAGE>

     Interest expense  increased 30% to $2,741 in the third quarter of 1998 from
$2,114 in the third quarter of 1997. The increase was  principally  attributable
to higher debt levels as a result of the  Company's  purchase of the  additional
Shadow Traffic  operations  and repurchases of the Company's Common Stock.

     Income  taxes  increased  239% to $3,150  in 1998  from  $930 in 1997.  The
effective  income tax rate in the first nine  months of 1998 was 44% as compared
to 9% in the first nine months of 1997. The 1998 provision is substantially  all
deferred taxes as the Company has tax net operating loss deductions
to reduce cash taxes payable.

     Net income in the third quarter  decreased 51% to $3,876, or $.14 per basic
share and $.12 per diluted share,  in 1998 from $7,866,  or $.25 per basic share
and $.23 per diluted  share,  in 1997.  The basic and diluted  weighted  average
shares outstanding  decreased 7% and 9%,  respectively,  in the third quarter of
1998 from the comparable  1997 quarter,  due  principally to the Company's stock
repurchase program. In the quarter, the Company repurchased  approximately 2,669
shares of its Common Stock.


NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED
  WITH NINE MONTHS ENDED SEPTEMBER  30, 1997
---------------------------------------------        

     Net revenue for the first nine months of 1998 increased 7% to $183,496 from
$170,951  in  the  first  nine  months  of  1997.   The  increase  is  primarily
attributable  to the  inclusion  of the CBS  Radio  Networks  and  the  recently
acquired  Shadow  Traffic  operations  partially  offset by the  elimination  of
revenues associated with the termination of certain programming, including Major
League Baseball.

     Operating  costs and  expenses  increased  9% to $144,608 in the first nine
months of 1998 from  $132,462 in the  comparable  1997 period.  The increase was
primarily  attributable  to the  inclusion  of the CBS  Radio  Networks  and the
purchase of the remaining  Shadow  Traffic  operations  partially  offset by the
elimination of costs related to the termination of programming.

     Depreciation  and  amortization  increased 46% to $13,536 in the first nine
months of 1998 from  $9,301 in the first nine  months of 1997.  The  increase is
principally  attributable  to  depreciation  and  amortization  related to fixed
assets from capitalized  leases, the recently acquired Shadow Traffic operations
and the Representation Agreement with CBS.

     Income taxes increased  $4,570, or 257%, to $6,350 in the first nine months
of 1998 from $1,780 in the comparable 1997 period. The effective income tax rate
in the first  nine  months of 1998 was 44% as  compared  to 9% in the first nine
months of 1997.  The 1998 provision is  substantially  all deferred taxes as the
Company has  significant  tax net operating loss deductions to reduce cash taxes
payable.

     Net  income  decreased  54% to $8,003  ($.26  per basic  share and $.24 per
diluted share) in the first nine months of 1998 as compared to $17,353 ($.57 per
basic share and $.50 per diluted share) in the comparable 1997 period.


                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCE
-------------------------------

     At September 30, 1998, the Company's cash and cash equivalents were $1,769,
a decrease of $994 from December 31, 1997.

     For the nine  months  ended  September  30,  1998 net cash  from  operating
activities was $26,181 as compared to $9,918 for the nine months ended September
30, 1997, an increase of $16,263. Cash flow from operations was principally used
to fund the Company's stock buy-back program.

     In September 1998, the Company  amended its Bank revolving  credit facility
to increase the amount of the facility to $195,000 from  $150,000.  At September
30,  1998,  the Company had  available  borrowings  of $15,000 on its  revolving
credit facility. In addition, as part of the Representation  Agreement with CBS,
CBS provided a $9,012  working  capital loan to the Company  which is payable on
March 31, 1999.

     The Company has used its available  cash and bank  borrowings to repurchase
its Common  Stock.  In the first nine months of 1998,  the  Company  repurchased
3,302 shares of Common Stock at a cost of $63,997. In addition,  in October 1998
the Company  repurchased  an  additional  25 shares of Common Stock at a cost of
$432.

YEAR 2000 COMPLIANCE
--------------------

     The  Company  has been  working  since 1997 to identify  and  evaluate  the
changes  necessary to its existing  computerized  business systems to make those
systems  Year 2000  compliant.  The Company  has been  replacing,  upgrading  or
modifying key financial and operating  systems in the normal course of business.
The Company believes that the cost of completing the modifications  necessary to
become Year 2000 compliant will not be material.  While the Company is currently
testing  its  systems,  and  expects  to be  fully  compliant  by  mid-1999,  no
assurances can be given that the Company will be able to identify all aspects of
its business that are subject to Year 2000  problems.  Furthermore,  even if the
Company is fully Year 2000 compliant, there can be no assurance the Company will
not be  adversely  affected  by the  failure  of  others  to  become  Year  2000
compliant.  To mitigate this risk,  the Company is contacting  major third party
vendors  to  determine   their   progress  on  becoming  Year  2000   compliant.
Accordingly, no assurances can be given that the Year 2000 problem will not have
a material adverse effect on the Company in the future.  In conjunction with the
ongoing  efforts to ensure Year 2000  compliance,  the  Company is  establishing
alternative contingency plans.

                                       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)  Exhibits
     --------

     10.21     First  Amendment dated September 11, 1998 to the Amended and 
               Restated Credit Agreement dated September 30, 1996, between 
               Registrant and The Chase Manhattan Bank and Co-Agents.

     27.       Financial Data Schedule

(b)  Reports on Form 8-K
     -------------------

     There were no reports on Form 8-K filed for the three months ended 
     September 30, 1998.



                                       11
<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: November 11, 1998














                                       12