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, 2005

                                       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, 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 April 29,  2005  (excluding  treasury
shares):

         Common Stock, par value $.01 per share - 92,333,315 shares
         Class B Stock, par value $.01 per share - 291,796 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                                                9


  Item 3.         Qualitative and Quantitative Disclosures

                  About Market Risk                                         16

  Item 4.         Controls and Procedures                                   16


PART II. OTHER INFORMATION

  Item 2.         Use of Proceeds and Issuer Purchases
                  of Equity Securities                                      17

  Item 6.         Exhibits and Reports on Form 8K                           17

                  SIGNATURES                                                18

                  CERTIFICATIONS                                            19

                                       2
<page>
Item 1 - Financial Statements

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

<TABLE>
<CAPTION>
<S>                                                                               <C>                   <C>
                                                                                     March 31,            December 31,
                                                                                       2005                  2004

                                                                                              (Unaudited)

           ASSETS
     CURRENT ASSETS:
       Cash and cash equivalents                                                  $     4,679           $    10,932
       Accounts receivable, net of allowance for doubtful accounts
          of $3,231 (2005) and $2,556 (2004)                                          123,051               142,014
       Prepaid and other assets                                                        19,057                21,400
                                                                                     --------           -----------
            Total Current Assets                                                      146,787               174,346
     PROPERTY AND EQUIPMENT, NET                                                       45,800                47,397
     GOODWILL                                                                         982,219               981,969
     INTANGIBLE ASSETS, NET                                                             5,884                 6,176
     OTHER ASSETS                                                                      36,020                36,391
                                                                                     --------           -----------
              TOTAL ASSETS                                                        $ 1,216,710           $ 1,246,279
                                                                                  ===========           ===========

                LIABILITIES AND SHAREHOLDERS' EQUITY


     CURRENT LIABILITIES:
       Accounts payable                                                                17,336                13,135
       Amounts payable to related parties                                              23,763                20,274
       Deferred revenue                                                                10,697                14,258
       Income taxes payable                                                            13,463                 5,211
       Accrued expenses and other liabilities                                          32,052                28,463
                                                                                  -----------           -----------
            Total Current Liabilities                                                  97,311                81,341
     LONG-TERM DEBT                                                                   346,500               359,439
     DEFERRED INCOME TAXES                                                             12,694                12,541
     OTHER LIABILITIES                                                                  8,290                 8,465
                                                                                  -----------           -----------
              TOTAL LIABILITIES                                                       464,795               461,786
                                                                                  -----------           -----------
     COMMITMENTS AND CONTINGENCIES
     SHAREHOLDERS' EQUITY
       Preferred stock: authorized 10,000,000 shares, none outstanding                   -                     -
       Common stock, $.01 par value: authorized,  252,751,250 shares;
         issued and outstanding, 92,283,315 (2005) and 94,353,675 (2004)                  923                   944
       Class B stock, $.01 par value: authorized,  3,000,000 shares:
         issued and outstanding, 291,796 (2005 and 2004)                                    3                     3
       Additional paid-in capital                                                     321,706               369,036
       Accumulated earnings                                                           430,300               414,510
                                                                                  -----------           -----------
                                                                                      752,932               784,493

       Less treasury stock, at cost;  50,000 (2005) and 0 (2004) shares                (1,017)                    -
                                                                                  -----------           -----------
              TOTAL SHAREHOLDERS' EQUITY                                              751,915               784,493
                                                                                  -----------           -----------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 1,216,710           $ 1,246,279
                                                                                  ===========           ===========

</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>
<S>                                                                      <C>               <C>

                                                                            Three Months Ended
                                                                                  March 31,

                                                                             2005            2004
                                                                                 (Unaudited)

     NET REVENUES                                                          $ 134,082      $ 129,608
                                                                           ---------      ---------
     Operating Costs (include related party expenses
        of $21,415 and $22,515, respectively)                                 97,026         93,496

     Depreciation and Amortization (includes related party
        warrant amortization of $2,427 and $338, respectively                  5,256          3,154

     Corporate General and Administrative Expenses
        (includes related party expenses of $759 and $703,
        respectively)                                                          2,584          1,970
                                                                           ---------      ---------
                                                                             104,866         98,620
                                                                           ---------      ---------
     OPERATING INCOME                                                         29,216         30,988
     Interest Expense                                                          3,711          2,917
     Other (Income) Expense                                                      (60)           (40)
                                                                           ---------      ---------
     INCOME BEFORE INCOME TAXES                                               25,565         28,111
     INCOME TAXES                                                              9,776         10,564
                                                                           ---------      ---------
     NET INCOME                                                             $ 15,789       $ 17,547
                                                                           =========      =========
     EARNINGS PER SHARE:
        BASIC                                                                 $ 0.17         $ 0.18
                                                                           =========      =========
        DILUTED                                                               $ 0.17         $ 0.18
                                                                           =========      =========
     WEIGHTED AVERAGE SHARES OUTSTANDING:
        BASIC                                                                 93,696         98,003
                                                                           =========      =========
        DILUTED                                                               94,331        100,068
                                                                           =========      =========
</TABLE>

          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,
                                                                                   2005           2004
                                                                                        (Unaudited)

CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                    $ 15,789        $ 17,547
  Adjustments to reconcile net income to net cash provided by
     operating activities:
            Depreciation and amortization                                          5,256           3,154
            Deferred taxes                                                           153           1,000
            Amortization of deferred financing costs                                  84             458
                                                                                --------        --------
                                                                                  21,282          22,159
        Changes in assets and liabilities:
            Accounts receivable                                                   18,963          19,221
            Prepaid and other assets                                               2,086           2,642
            Deferred revenue                                                      (3,561)         (4,646)
            Income taxes payable                                                   8,286           5,784
            Accounts payable and accrued expenses
              and other liabilities                                                6,749           4,764
            Amounts payable to related parties                                     3,489           1,273
                                                                                --------        --------
              Net Cash Provided By Operating Activities                           57,294          51,197
                                                                                --------        --------
CASH FLOW FROM INVESTING ACTIVITIES:
            Capital expenditures                                                    (803)           (989)
            Acquisition of companies and other                                      (204)             12
                                                                                --------        --------
              Net Cash Used in Investing Activities                               (1,007)           (977)
                                                                                --------        --------
CASH FLOW FROM FINANCING ACTIVITIES:
            Issuance of common stock                                                 193           5,843
            Borrowings under bank and other long-term obligations                 10,000         120,000
            Debt repayments and payments of capital lease obligations            (25,156)       (100,146)
            Repurchase of common stock                                           (47,577)        (63,286)
            Deferred financing costs                                                   -          (1,269)
                                                                                --------       ---------
              Net Cash Used in Financing Activities                              (62,540)        (38,858)
                                                                                --------       ---------
NET DECREASE/INCREASE IN CASH AND CASH EQUIVALENTS                                (6,253)         11,362

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  10,932           8,665
                                                                                --------       ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $ 4,679        $ 20,027
                                                                                ========       =========

</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,  2005,  the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods  ended March 31, 2005 and 2004 are  unaudited,
but in the opinion of management  include all  adjustments  necessary for a fair
presentation of the financial position, the results of operations and cash flows
for the periods  presented.  Results of operations  for interim  periods are not
necessarily  indicative of annual results.  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,
                                     ----------------------
                                     2005              2004
                                     ----              ----
             Options                  635              2,065

     Common  equivalent  shares  are  excluded  in  periods  in  which  they are
anti-dilutive.  The  following  options were excluded  from the  calculation  of
diluted  earnings  per share  because the  exercise  price was greater  than the
average market price of the Company's Common Stock for the first quarter of 2005
and 2004:

                                           March 31,
                                   -----------------------
                                   2005               2004
                                   ----               ----
             Options               3,734              2,804

     The per share exercise  prices of the options were  $26.96-$38.34  in 2005,
and  $32.25-$38.34  in 2004.  Also  excluded  from the  computation  of  diluted
earnings per share were 4,000 warrants  issued in May 2002 in  conjunction  with
extending the terms of the Company's management agreement with a related party.

NOTE 3 - Debt:
--------------

     Long-term debt consists of the following at:

                                         March 31, 2005        December 31, 2004
                                         --------------        -----------------
   Revolving Credit Facility/Term Loan      $145,000                $160,000
   4.64% Senior Unsecured Notes               50,000                  50,000
   5.26% Senior Unsecured Notes              150,000                 150,000
   Fair market value of Swap (a)               1,500                     (561)
                                            --------                ---------
                                            $346,500                $359,439
                                            ========                ========

(a)      write-up (write-down) to market value adjustments for debt with
         qualifying hedges that are recorded as debt on the balance sheet.

                                       6
<PAGE>
     On March 3, 2004, the Company refinanced its existing senior loan agreement
with a syndicate of banks led by JP Morgan  Chase Bank and Bank of America.  The
new  facility is  comprised  of a five-year  $120,000  term loan and a five-year
$180,000  revolving  credit  facility  (collectively  the  "New  Facility").  In
connection with the closing of the New Facility,  the Company  borrowed the full
amount  of the  term  loan,  the  proceeds  of  which  were  used to  repay  the
outstanding borrowings under the prior facility. Interest on the New Facility is
payable at the prime rate plus an applicable  margin of up to .25% or LIBOR plus
an applicable margin of up to 1.25%, at the Company's  option.  The New Facility
contains  covenants  relating  to  dividends,   liens,   indebtedness,   capital
expenditures and interest  coverage and leverage ratios.  At March 31, 2005, the
Company had available borrowings under the New Facility of $155,000.

NOTE 4 - Related Party Transactions:
------------------------------------

     In  return  for  receiving  services  under  a  management  agreement  (the
"Management   Agreement"),   the  Company  compensates   Infinity   Broadcasting
Corporation ("Infinity"), a wholly-owned subsidiary of Viacom Inc. via an annual
base fee and provides Infinity the opportunity to earn an incentive bonus if the
Company exceeds pre-determined  targeted cash flows. In addition to the base fee
and incentive  compensation,  the Company also granted Infinity fully vested and
non-forfeitable warrants to purchase Company common stock.

     In addition to the Management Agreement, the Company also enters into other
transactions with Infinity in the normal course of business.  These transactions
are more fully described in the Company's Annual Report on Form 10-K.

     The Company incurred the following  expenses  relating to transactions with
Infinity or its affiliates for the three-month periods ended March 31:

                                                          2005           2004
                                                          ----           ----
     Representation Agreement                           $ 6,256        $ 6,126
     Programming and Affiliations                        15,189         16,389
     Management Agreement (excluding warrant
      amortization)                                         759            703
     Warrant Amortization                                 2,427            338
                                                        -------        -------
                                                        $24,631        $23,556
                                                        =======        =======

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  $1,682  ($.02 per basic and
diluted  share)  in the first  quarter  of 2005 and  $2,273  ($.02 per basic and
diluted share) in the first quarter of 2004.

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                      2005            2004
                                                      ----            ----
     Net Income as Reported                         $15,789         $17,547
     Deduct:  Total Stock Based
       Employee Compensation Expense,
       Net of Tax                                    (1,682)         (2,273)
                                                     ------          ------
     Pro Forma Net Income                           $14,107         $15,274
                                                    =======         =======


     Net Income Per Share:
       Basic - As Reported                             $.17            $.18
                                                       ====            ====
       Basic - Pro Forma                               $.15            $.16
                                                       ====            ====

       Diluted - As Reported                           $.17            $.18
                                                       ====            ====
       Diluted - Pro Forma                             $.15            $.15
                                                       ====            ====

                                       7

<page>
     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation,"  ("SFAS 123") and supercedes APB Opinion No. 25,  "Accounting for
Stock  Issued to  Employees."  SFAS 123R  requires all  share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
financial  statements  based on their fair values beginning with the next fiscal
year  after  June 15,  2005,  with  early  adoption  encouraged.  The pro  forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement  recognition.  The Company is required to adopt SFAS 123R
in the first quarter of fiscal 2006. Under SFAS 123R, the Company must determine
the appropriate  fair value model to be used for valuing  share-based  payments,
the amortization  method for compensation  cost and the transition  method to be
used at  date of  adoption.  The  transition  methods  include  prospective  and
retroactive adoption options. Under the retroactive option, prior periods may be
restated  either as of the  beginning of the year of adoption or for all periods
presented. The prospective method requires that compensation expense be recorded
for all unvested  stock  options and  restricted  stock at the  beginning of the
first  quarter of adoption of SFAS 123R,  while the  retroactive  methods  would
record compensation  expense for all unvested stock options and restricted stock
beginning  with the  first  period  restated.  The  Company  is  evaluating  the
requirements of SFAS 123R and expects that the adoption of SFAS 123R will have a
material impact on the Company's consolidated results of operations and earnings
per share.  The  Company  has not yet  determined  the method of adoption or the
effect of adopting  SFAS 123R.  The Company  believes the pro forma  disclosures
above provide an appropriate  short-term  indicator of the level of expense that
will be recognized in accordance with SFAS No. 123R. However,  the total expense
recorded in future  periods  will  depend on several  variables,  including  the
number  of  shared-based  awards  that vest and the fair  value of those  vested
awards.

NOTE 6 - Subsequent Events:
---------------------------

     On April 29, 2005 the  Company's  Board of  Directors  declared a quarterly
cash  dividend  of $0.10 per share for every  issued  and  outstanding  share of
Common Stock and $0.08 per share for every issued and outstanding share of Class
B Stock,  payable  on May 31,  2005 to  shareholders  of  record at the close of
business on May 20, 2005.  In addition,  the Board of  Directors  authorized  an
additional $300 million for its existing stock repurchase program.

                                       8
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (In thousands except for share and per share amounts)

                               EXECUTIVE OVERVIEW

     Westwood  One  supplies  radio  and   television   stations  with  content,
information  services  and  programming.  The  Company is the  largest  domestic
outsource  provider of traffic reporting services and the nation's largest radio
network,  producing and  distributing  national news,  sports,  talk,  music and
special event programs, in addition to local news, sports,  weather,  video news
and other information  programming.  The commercial  airtime that we sell to our
advertisers is acquired from radio and television affiliates in exchange for our
programming,   content,   information,   and  in  certain  circumstances,   cash
compensation.

     The radio  broadcasting  industry has  experienced a significant  amount of
consolidation.  As a result,  certain  major  radio  station  groups,  including
Infinity  and Clear  Channel  Communications,  have  emerged  as  leaders in the
industry.  Westwood  One is managed by Infinity  under a  Management  Agreement,
which expires on March 31, 2009. While Westwood One provides  programming to all
major radio station groups, the Company has affiliation  agreements with most of
Infinity's  owned and operated radio stations,  which in the aggregate,  provide
the  Company  with a  significant  portion  of the  audience  that it  sells  to
advertisers.   Accordingly,   the  Company's  operating   performance  could  be
materially  adversely  impacted  by its  inability  to  continue  to  renew  its
affiliate agreements with Infinity stations.

     The Company derives  substantially all of its revenues from the sale of :10
second,  :30 second  and :60  second  commercial  airtime  to  advertisers.  Our
advertisers  who  target  local/regional   audiences  generally  find  the  most
effective  method is to purchase  shorter  duration  :10 second  advertisements,
which are principally  correlated to traffic and information related programming
and content.  Our advertisers who target national  audiences  generally find the
most  cost   effective   method  is  to  purchase   longer  :30  or  :60  second
advertisements, which are principally correlated to news, talk, sports and music
and entertainment related programming and content. Generally, the greater amount
of  programming  we provide  our  affiliates  the greater  amount of  commercial
airtime is  available  for the Company to sell.  Additionally,  over an extended
period of time an increase in the listening  audience  results in our ability to
generate  more  revenues.  Our goal is to  maximize  the yield of our  available
commercial airtime to optimize revenues.

     In managing our business, we develop programming and exploit the commercial
airtime by concurrently taking into consideration the demands of our advertisers
on both a market  specific  and  national  basis,  the demands of the owners and
management of our radio station  affiliates,  and the demands of our programming
partners  and  talent.  Our  continued  success  and  prospects  for  growth are
dependent  upon our  ability  to manage  the  aforementioned  factors  in a cost
effective  manner.  Our  results  may  also  be  impacted  by  overall  economic
conditions,  trends in demand for radio related  advertising,  competition,  and
risks  inherent in our  customer  base,  including  customer  attrition  and our
ability to generate new business opportunities to offset any attrition.

     There are a variety of factors that  influence the Company's  revenues on a
periodic  basis  including but not limited to: (i) economic  conditions  and the
relative  strength or weakness in the United  States  economy,  (ii)  advertiser
spending  patterns  and  the  timing  of the  broadcasting  of our  programming,
principally the seasonal nature of sports  programming,  (iii) advertiser demand
on a  local/regional  or national  basis for the Company's  related  advertising
products,  (iv) increases or decreases in our portfolio of program offerings and
related  audiences,  including  changes in the  demographic  composition  of our
audience  base and (v)  competitive  and  alternative  programs and  advertising
mediums.

     Our ability to  specifically  isolate  the  relative  historical  aggregate
impact of price and volume is not  practical as  commercial  airtime is sold and
managed  on an  order-by-order  basis.  It should be  noted,  however,  that the
Company closely monitors  advertiser  commitments for the current calendar year,
with  particular  emphasis  placed  on the  next  three  month  period.  Factors

                                       9

<page>
impacting the pricing of commercial airtime include, but are not limited to: (i)
the dollar  value,  length and breadth of the order,  (ii) the desired reach and
audience  demographic,  (iii) the level of commercial  airtime available for the
desired demographic requested by the advertiser for sale at the time their order
is negotiated;  and (iv) the proximity of the date of the order placement to the
desired  broadcast date of the  commercial  airtime.  Our commercial  airtime is
perishable,  and  accordingly,  our revenues are  significantly  impacted by the
commercial  airtime  available at the time we enter into an arrangement  with an
advertiser.

     The  principal   critical   components   of  our  operating   expenses  are
programming, production and distribution costs (including affiliate compensation
and broadcast  rights fees),  selling  expenses  (including  bad debt  expenses,
commissions  and  promotional  expenses),  depreciation  and  amortization,  and
corporate,   general  and   administrative   expenses.   Corporate  general  and
administrative  expenses are primarily  comprised of costs  associated  with the
Infinity  Management   Agreement,   personnel  costs  and  other  administrative
expenses, including those associated with new corporate governance regulations.

     We consider the  Company's  operating  cost  structure to be  predominantly
fixed in nature,  and as a result,  the Company  needs at least  several  months
lead-time to make  reductions in its cost structure to react to what it believes
are more than temporary declines in advertiser demand.  This factor is important
in predicting the Company's  performance in periods when advertiser revenues are
increasing or decreasing.  In periods where advertiser  revenues are increasing,
the fixed  nature of a  substantial  portion of our costs  means that  Operating
Income will grow faster than the  related  growth in revenue.  Conversely,  in a
period  of  declining  revenue  Operating  Income  will  decrease  by a  greater
percentage than the decline in revenue because of the lead-time needed to reduce
the Company's operating cost structure.  Furthermore, if the Company perceives a
decline in revenue to be temporary, it may choose not to reduce its fixed costs,
or may even  increase  its fixed  costs,  so as to not limit its  future  growth
potential when the advertising marketplace rebounds.

Results of Operations
---------------------

Three Months Ended March 31, 2005 Compared
With Three Months Ended March 31, 2004
--------------------------------------

Revenues

     Revenues presented by type of commercial  advertisements are as follows for
the three-month periods ending March 31,:

                                      2005                        2004
                               --------------------    ------------------------
                                   $     % of total          $       % of total
                               --------  ----------    ----------    ----------
       Local/Regional           $68,378      51%          $64,651        50%
       National                  65,704      49%           64,957        50%
                                -------     ----       ----------       ----
       Total (1)               $134,082     100%         $129,608       100%
                               ========     ====       ==========       ====

(1)  As described above, the Company currently  aggregates revenue data based on
     the type of commercial airtime sold. A number of advertisers  purchase both
     local/regional and national  commercial airtime.  Accordingly,  this factor
     should be  considered in evaluating  the relative  revenues  generated on a
     local/regional  versus national  basis.  Our objective is to optimize total
     revenues from those advertisers.

     Revenues  for the first  quarter  of 2005  increased  $4,474,  or 3.5%,  to
$134,082   compared  with   $129,608  in  the  first   quarter  of  2004.   Both
local/regional  and national revenues increased in the quarter compared with the
comparable 2004 period.

     During the first  quarter  of 2005,  revenues  aggregated  from the sale of
local/regional  airtime increased  approximately 5.8%, or approximately  $3,727,
and national based revenues increased  approximately 1.1%, or $747 compared with
the first quarter of 2004.

     In the first quarter of 2005, the increase in our aggregated local/regional
based  revenues  was the  result of an  increase  in demand  for our :10  second
commercial airtime and the increased demand for information services and data by
non-terrestrial radio providers of programming and/or information.

                                       10

<page>
     The increase in our aggregated  national  based  revenues was  accomplished
primarily through new programming  initiatives and expanded  distribution of our
content to non-terrestrial providers of programming and/or information. Further,
the increase in our  aggregated  national  based  revenues was  primarily in the
sports,  talk,  and  music/entertainment  categories,   partially  offset  by  a
reduction in the news category.

     We expect our revenues in 2005 to increase  compared  with 2004,  resulting
primarily  from an  anticipated  overall  increase  in  demand  for our  product
offerings due to the  implementation  of sales  strategies  to optimize  network
audience   delivery,   new   programming   initiatives,   inventory   management
initiatives,  and  the  development  of new  distribution  alternatives  for our
content.

Operating Costs

     Operating  costs for the three months ended March 31, 2005 and 2004 were as
follows:

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

                                                 2005                        2004
                                                 ----                        ----
                                               $     % of total          $      % of total
                                           -------   ----------      -------    ----------
     Programming,  production and
      distribution  expenses               $72,767       75%         $69,233        74%
     Selling expenses                       14,051       14%          13,523        15%
     Other operating expenses               10,208       11%          10,740        11%
                                            ------       ---         -------       ----
                                           $97,026      100%         $93,496       100%
                                           =======      ====         =======       ====
</TABLE>
     Operating costs increased  approximately 3.8%, or $3,530, to $97,026 in the
first  quarter  of 2005 from  $93,496  in the  first  quarter  of 2004.  The net
increase is primarily attributable to: (i) increases in Programming,  production
and distribution expenses resulting from costs related to the development of new
or expanded program offerings, new and expanded traffic and information markets,
higher  broadcast  rights fees resulting from increases with respect to existing
program  commitments  offset by a decrease in certain  station  affiliations  in
conjunction with our network  reconfiguration,  and (ii) higher selling expenses
related  to  increased   promotional  spending  and  higher  commission  expense
correlated to increased revenue.

     We currently anticipate that operating costs will increase in 2005 compared
with 2004 due to expenses attributable to additional investments in our national
network audiences and programs, and normal recurring contractual cost increases.
In  addition,  we expect to continue  investing  in our sales and sales  support
functions to support our planned growth in revenues.

Depreciation and Amortization

     Depreciation and amortization  increased  $2,102,  or 67%, to $5,256 in the
first quarter of 2005 from $3,154 in the first quarter of 2004. The increase was
principally  attributable to higher  amortization  resulting from an increase in
the  fair  market  value  of the  warrants  issued  to  Infinity  as part of the
extension of the Management  Agreement  which commenced in the second quarter of
2004. Amortization of these warrants totals approximately $2,400 per quarter.

Corporate General and Administrative Expenses

     Corporate  general and  administrative  expenses  increased $614, or 31% to
$2,584 in the first  quarter of 2005 from  $1,970 in the first  quarter of 2004.
The increase was principally attributable to higher expenses associated with our
corporate  governance  activities,  including  fees  incurred  for  professional
services when compared to the first quarter of 2004.

     We expect our  corporate  general and  administrative  costs to increase in
2005 compared with 2004.  Further,  we note that our incentive bonus arrangement
with Infinity is variable, contingent upon our performance.

                                       11
<PAGE>
Operating Income

     Operating income decreased  $1,772, or 5.7% to $29,216 in the first quarter
of 2005 from $30,988 in the first quarter of 2004.

Interest Expense

     Interest expense  increased 27% in the first quarter of 2005 to $3,711 from
$2,917 in the first  quarter of 2004.  The increase was  attributable  to higher
debt outstanding and a higher average interest rate.

     We expect that our interest expense will increase in 2005 commensurate with
our anticipated higher average debt levels.

Provision for income taxes

     Income tax expense in the first  quarter of 2005 was $9,776  compared  with
$10,564 in the first quarter of 2004.  The Company's  effective  income tax rate
was approximately 38.2% in the first quarter of 2005 compared with approximately
37.6% in the first  quarter of 2004.  The increase in the  effective  income tax
rate was principally a result of recent tax  developments in the states in which
we operate.

Net income

     Net income in the first  quarter of 2005 was $15,789  compared with $17,547
in the first  quarter of 2004, a decrease of $1,758 or 10%. Net income per basic
and diluted share  decreased  approximately  $.01, or 5.6%, to $.17 in the first
quarter of 2005 compared with $.18 in the first quarter of 2004.

Earnings per share

     Weighted  averages  shares  outstanding  used to compute  basic and diluted
earnings per share  decreased  approximately  4.4% to 93,696 and 5.7% to 94,331,
respectively,  in the first  quarter of 2005  compared  with 98,003 and 100,068,
respectively,  in the  first  quarter  of  2004.  The  decrease  is  principally
attributable to the Company's stock repurchase program.

Liquidity and Capital Resources

     The Company  continually  projects  anticipated  cash  requirements,  which
include share repurchases,  dividends,  acquisitions,  capital expenditures, and
principal  and  interest  payments  on  its  outstanding  indebtedness.  Funding
requirements  are financed through cash flow from operations and the issuance of
long-term debt.

     At March 31, 2005,  the Company's  principal  sources of liquidity were its
cash and cash  equivalents  of $4,679 and  available  borrowings  under its bank
facility which are further described below.

     The Company has and continues to expect to generate  significant cash flows
from operating activities.  For the three month periods ended March 31, 2005 and
2004,  net cash  provided by  operating  activities  were  $57,294 and  $51,197,
respectively.

     At March 31, 2005,  the Company had an unsecured  $120,000  term loan and a
$180,000 bank revolving credit facility (the "New Facility"),  $50,000 in senior
unsecured  notes due in 2009 and $150,000 in senior  unsecured notes due in 2012
(collectively  the  "Notes").  At March 31,  2005,  the  Company  had  available
borrowings of $155,000 under its New Facility.

     In conjunction with the Company's objective of enhancing shareholder value,
the Company's  Board of Directors  authorized an additional $300 million for its
existing stock repurchase program and declared the payment of a cash dividend of

                                       12

<page>
$0.10 per share of  outstanding  Common Stock and $0.08 per share of outstanding
Class B Stock. In the first quarter of 2005, the Company  principally  used cash
flow from  operations to purchase and retire  approximately  2,081 shares of the
Company's Common Stock for a total cost of approximately  $47,577.  In the first
quarter  of 2004,  the  Company  purchased  approximately  2,100  shares  of the
Company's  Common Stock for a total cost of $63,286.  In the month of April 2005
(through  April 29), the Company  repurchased an additional 580 shares of Common
Stock at a cost of  approximately  $11,520.  On  April  29,  2005  the  Board of
Directors has authorized an additional $300 million of Common Stock  repurchases
under its existing stock repurchase program.  Accordingly on April 29, 2005, the
Company had  authorization  to repurchase  up to an  additional  $402,023 of its
Common  Stock.  The  Company  expects  to  continue  to use its cash  flows  and
available  bank  borrowings  to  repurchase  its Common Stock and pay  quarterly
dividends,  although the establishment of record and payment dates is subject to
the final determination by the Board of Directors.

     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.

New Accounting Standards and Interpretations Not Yet Adopted

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation,"  ("SFAS 123") and supercedes APB Opinion No. 25,  "Accounting for
Stock  Issued to  Employees."  SFAS 123R  requires all  share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
financial  statements  based on their fair values beginning with the next fiscal
year  after  June 15,  2005,  with  early  adoption  encouraged.  The pro  forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement  recognition.  The Company is required to adopt SFAS 123R
in the first quarter of fiscal 2006. Under SFAS 123R, the Company must determine
the appropriate  fair value model to be used for valuing  share-based  payments,
the amortization  method for compensation  cost and the transition  method to be
used at  date of  adoption.  The  transition  methods  include  prospective  and
retroactive adoption options. Under the retroactive option, prior periods may be
restated  either as of the  beginning of the year of adoption or for all periods
presented. The prospective method requires that compensation expense be recorded
for all unvested  stock  options and  restricted  stock at the  beginning of the
first  quarter of adoption of SFAS 123R,  while the  retroactive  methods  would
record compensation  expense for all unvested stock options and restricted stock
beginning  with the  first  period  restated.  The  Company  is  evaluating  the
requirements of SFAS 123R and expects that the adoption of SFAS 123R will have a
material impact on the Company's consolidated results of operations and earnings
per share.  The  Company  has not yet  determined  the method of adoption or the
effect of adopting  SFAS 123R.  The Company  believes the pro forma  disclosures
above provide an appropriate  short-term  indicator of the level of expense that
will be recognized in accordance with SFAS No. 123R. However,  the total expense
recorded in future  periods  will  depend on several  variables,  including  the
number  of  shared-based  awards  that vest and the fair  value of those  vested
awards.

Forward-Looking Statements and Factors Affecting Forward-Looking Statements

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for  forward-looking  statements  made  by or on  the  behalf  of  the  Company.
Forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially  different from any future results,  performance or
achievements  expressed  or implied by such  forward-looking  statements.  These
statements  are  based on  management's  views and  assumptions  at the time the
statements  are made,  however  no  assurances  can be given  that  management's
expectations will come to pass. The forward-looking  statements included in this
document,  including those related to our revenue,  operating costs, general and
administrative  costs,  interest expense and capital expenditure trend for 2005,
are only made as of the date of this  document and the Company does not have any
obligation  to  publicly  update  any   forward-looking   statement  to  reflect
subsequent events or circumstances.

                                       13
<PAGE>

Factors That May Affect Forward-Looking Statements

     A wide range of factors could  materially  affect future  developments  and
performance including the following:

     --   The Company is managed by Infinity  under the terms of the  Management
          Agreement,  which  expires  in 2009.  In  addition,  the  Company  has
          extensive  business  dealings with Infinity and its  affiliates in its
          normal course of business.  The Company's  business prospects could be
          adversely  affected by its  inability  to retain  Infinity's  services
          under the Management Agreement beyond the contractual term.

     --   The  Company  competes  in a highly  competitive  business.  Its radio
          programming  competes for audiences and advertising  revenues directly
          with radio and television  stations and other syndicated  programming,
          as well as with  such  other  media as  newspapers,  magazines,  cable
          television,  outdoor advertising and direct mail. Audience ratings and
          revenue  shares  are  subject to change  and any  adverse  change in a
          particular geographic area could have a material and adverse effect on
          the Company's  ability to attract not only advertisers in that region,
          but  national  advertisers  as well.  Future  operations  are  further
          subject to many  factors  which could have an adverse  effect upon the
          Company's financial performance. These factors include:

          -    economic   conditions,   both   generally  and  relative  to  the
               broadcasting   industry;
          -    shifts in population and other demographics;
          -    the level of competition for advertising dollars;
          -    fluctuations in programming costs;
          -    technological changes and innovations;
          -    changes  in  labor  conditions;  and -  changes  in  governmental
               regulations  and  policies  and  actions  of  federal  and  state
               regulatory bodies.

     Although the Company  believes that its radio  programming  will be able to
compete  effectively  and will continue to attract  audiences  and  advertisers,
there can be no assurance  that the Company will be able to maintain or increase
the current audience ratings and advertising revenues.

     --   The radio  broadcasting  industry has experienced a significant amount
          of consolidation  in recent years. As a result,  certain major station
          groups,  including  Infinity and Clear  Channel  Communications,  have
          emerged  as  powerful  forces  in the  industry.  Given  the  size and
          financial  resources  of  these  station  groups,  they may be able to
          develop their own  programming  as a substitute to that offered by the
          Company or, alternatively,  they could seek to obtain programming from
          the Company's competitors.  Any such occurrences, or merely the threat
          of such  occurrences,  could adversely affect the Company's ability to
          negotiate  favorable  terms with its  station  affiliates,  to attract
          audiences  and to attract  advertisers.  In addition,  a major station
          group has  recently  announced  plans to  reduce  overall  amounts  of
          commercial inventory broadcast on their radio stations.  To the extent
          similar  initiatives are adopted by other major station  groups,  this
          could  adversely  impact  the  amount  of  commercial  inventory  made
          available  to the  Company  or  increase  the cost of such  commercial
          inventory at the time of renewal of existing affiliate agreements.

     --   Changes  in  U.S.  financial  and  equity  markets,  including  market
          disruptions and significant  interest rate fluctuations,  could impede
          the Company's  access to, or increase the cost of, external  financing
          for its operations and investments.

     --   The Company  believes  relations  with its employees  and  independent
          contractors are  satisfactory.  However,  the Company may be adversely
          affected by future labor  disputes,  which may lead to increased costs
          or disruption of operations in any of the Company s business units.

     This list of factors that may affect future performance and the accuracy of
                                       14
<page>
forward-looking  statements  is  illustrative,  but by no means  all  inclusive.
Accordingly,  all  forward-looking  statements  should  be  evaluated  with  the
understanding of their inherent uncertainty.

                                       15

<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 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 New 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 thousand
for every $2 million of outstanding  debt. As of March 31, 2005, the Company had
$145,000 outstanding under the New Facility.

     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 management,  under the supervision and with the participation
of the Company's Chief Executive  Officer and Chief Financial  Officer,  carried
out an evaluation of the effectiveness of the Company's  disclosure controls and
procedures as of the end of the most recent  fiscal  period (the  "Evaluation").
Based upon the  Evaluation,  the  Company's  Chief  Executive  Officer and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures (as defined in Exchange Act Rule 13a-15(e)) are effective in ensuring
that information  required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported within the time periods specified by the SEC's rules and forms.

     In addition,  there were no changes in our internal  control over financial
reporting during our first fiscal quarter of 2005 that have materially affected,
or are  reasonably  likely to  materially  affect,  our internal  controls  over
financial reporting.

                                       16
<PAGE>
PART II. OTHER INFORMATION

Item 1

     None.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

                     Issuer Purchases of Equity Securities
<TABLE>
<CAPTION>
<S>               <C>                      <C>                   <C>                              <C>    <C>    <C>


                                                                                                     Approximate Dollar
                                                                                                   Value of Shares that
                                                                  Total Number of Shares                 May Yet Be
                                                                  Purchased as Part of             Purchased Under the
                    Number of Shares       Average Price Paid    Publicly Announced Plan            Plans or Programs
    Period        Purchased in Period         Per Share               or Program                           (A)
<   ------        -------------------      ------------------    -----------------------           --------------------

January 2005             635,000                $25.03                12,871,224                     $146,245,000
February 2005            505,000                 23.47                13,376,224                      134,390,000
March 2005               991,200                 21.03                14,367,424                      113,543,000
                       ---------                -------
                       2,131,200                $22.80
                       =========                ======

</TABLE>
     (A)  Represents  remaining  authorization  from the $250 million repurchase
          authorization  approved on September 25, 2002 and the additional  $250
          million  repurchase  authorization  approved by the Company's Board of
          Directors on February 24, 2004.

On April 29, 2005 the Board of Directors declared the payment of a cash dividend
of $0.10 per outstanding  share of Common Stock and $0.08 per outstanding  share
of Class B Stock.  Additionally,  on April  29,  2005,  the  Company's  Board of
Directors   authorized  an  additional  $300  million  for  its  existing  stock
repurchase program.

Items 3 - 5

      None.

Item 6 - Exhibits and Reports on Form 8-K

(a)  EXHIBIT
     NUMBER                            DESCRIPTION

     31.a Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
     31.b Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
     32.a Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.
     32.b Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       17
<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/ Shane Coppola
                                                       -----------------
                                                       Shane Coppola
                                                       Chief Executive Officer

                                                   By: /S/Andrew Zaref
                                                       ---------------
                                                       Andrew Zaref
                                                       Chief Financial Officer


                                                   Dated: May 10, 2005

                                       18