FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended March 31, 2002                 Commission File Number  0-13020


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



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



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


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




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

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

As of  May 1,  2002,  106,427,217  shares  of  Common  Stock  were  outstanding,
excluding treasury shares, and 703,466 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                                    10

         SIGNATURES                                           12
















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

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

                                                                                  March 31,             December 31,
                                                                                    2002                   2001
                                                                                    ----                   ----
                          ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                        $ 9,560              $   4,509
  Accounts receivable, net of allowance for doubtful accounts
     of $8,383 (2002) and $9,282 (2001)                                            115,852                123,733
  Other current assets                                                               5,940                 10,240
                                                                                  --------              ---------
         Total Current Assets                                                      131,352                138,482
PROPERTY AND EQUIPMENT, NET                                                         55,999                 56,778
GOODWILL                                                                           991,043                978,011
INTANGIBLE ASSETS, NET                                                              11,447                 25,326
OTHER ASSETS                                                                         9,498                  9,375
                                                                                  --------              ---------
         TOTAL ASSETS                                                           $1,199,339             $1,207,972
                                                                                ==========             ==========

          LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                 $34,556                $33,729
  Current maturity of long-term debt                                                 8,750                  7,500
  Other accrued expenses and liabilities                                            57,507                 64,286
                                                                                ----------             ----------
         Total Current Liabilities                                                 100,813                105,515
LONG-TERM DEBT                                                                     167,000                152,000
DEFERRED INCOME TAXES                                                               22,013                 21,123
OTHER LIABILITIES                                                                   12,956                 13,963
                                                                                ----------             ----------
          TOTAL LIABILITIES                                                        302,782                292,601
                                                                                ----------             ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000 shares, none outstanding                         -                      -
  Common stock, $.01 par value: authorized,  274,237 shares;
    issued and outstanding, 107,807 (2002) and 106,862 (2001)                        1,078                  1,069
  Class B stock, $.01 par value: authorized,  3,000 shares:
    issued and outstanding, 704 (2002 and 2001)                                          7                      7
  Additional paid-in capital                                                       808,281                804,429
  Accumulated earnings                                                             127,309                109,866
                                                                                ----------             ----------
                                                                                   936,675                915,371
  Less treasury stock, at cost; 1,213 (2002) shares                                (40,118)                  -
                                                                                ----------             ----------
          TOTAL SHAREHOLDERS' EQUITY                                               896,557                915,371
                                                                                ----------             ----------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $1,199,339             $1,207,972
                                                                                ==========             ==========
</TABLE>



          See accompanying notes to consolidated financial statements.
                                        3

<PAGE>

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



                                                            Three Months Ended
                                                                 March 31,
                                                                 --------
                                                            2002          2001
                                                            ----          ----

GROSS REVENUES                                            $146,667     $140,477
 Less Agency Commissions                                    20,371       18,908
                                                          --------     --------
NET REVENUES                                               126,296      121,569
                                                          --------     --------
Operating Costs and Expenses Excluding
 Depreciation and Amortization                              92,401       90,441
Depreciation and Amortization                                2,835       17,007
Corporate General and Administrative Expenses                1,737        1,811
                                                          --------     --------
                                                            96,973      109,259
                                                          --------     --------
OPERATING INCOME                                            29,323       12,310
Interest Expense                                             1,758        2,846
Other Income                                                   (35)        (103)
                                                          --------     --------
INCOME  BEFORE INCOME TAXES                                 27,600        9,567
INCOME TAXES                                                10,157        4,967
                                                          --------     --------

NET INCOME                                                 $17,443       $4,600
                                                          ========     ========

NET INCOME  PER SHARE:
 BASIC                                                       $ .16        $ .04
                                                          ========     ========
 DILUTED                                                     $ .16        $ .04
                                                          ========     ========

WEIGHTED AVERAGE SHARES OUTSTANDING:
 BASIC                                                     106,629      107,865
                                                          ========     ========
 DILUTED                                                   110,434      111,766
                                                          ========     ========


          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,
                                                                                         --------
                                                                                  2002              2001
                                                                                  ----              ----
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                    $17,443           $4,600
  Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization                                                2,835           17,007
     Other                                                                        1,277              658
                                                                                -------           ------
                                                                                 21,555           22,265
    Changes in assets and liabilities:
     Decrease in accounts receivable                                              7,881           29,184
     Decrease in other assets                                                     3,628            2,370
     Increase (Decrease) in accounts payable and accrued liabilities              9,848           (8,935)
                                                                                -------           ------
           Net Cash Provided By Operating Activities                             42,912           44,884
                                                                                -------           ------
CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures                                                           (1,022)          (1,723)
  Acquisition of companies and other                                                (32)            (185)
                                                                                -------           ------
           Net Cash Used For Investing Activities                                (1,054)          (1,908)
                                                                                -------           ------
           CASH PROVIDED BEFORE FINANCING ACTIVITIES                             41,858           42,976
                                                                                -------           ------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                       12,491            3,232
  Borrowings under bank and other long-term obligations                          16,250                -
  Debt repayments and payments of capital lease obligations                           -          (32,895)
  Repurchase of common stock and warrants                                       (65,548)         (14,664)
                                                                                -------           ------
           NET CASH (USED IN) FINANCING ACTIVITIES                              (36,807)         (44,327)
                                                                                -------           ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              5,051           (1,351)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  4,509            6,757
                                                                                -------           ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $9,560           $5,406
                                                                                =======           ======

</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,  2002,  the
consolidated  statements of operations and the  consolidated  statements of cash
flows for the three month periods  ended March 31, 2002 and 2001 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 - Accounting Change - Goodwill and Other Intangible Assets
-----------------------------------------------------------------

     In July 2001,  the Financial  Accounting  Standard  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 141,  "Business  Combinations"
("SFAS 141") and No. 142  "Goodwill  and Other  Intangible  Assets  ("SFAS 142")
(collectively,  the  "Statements").  SFAS 141  supercedes  APB  Opinion  No. 16,
"Business  Combinations" and requires all business  combinations to be accounted
for under the purchase methods.  SFAS 142 primarily addresses the accounting for
goodwill and  intangible  assets  subsequent to their initial  recognition.  The
provisions  of  SFAS  142  (1)  prohibit  the   amortization   of  goodwill  and
indefinite-lived  intangible  assets,  (2) require that goodwill and  indefinite
-lived  intangible  assets be tested annually for  impairment,  (3) require that
reporting  units be  identified  for the purpose of assessing  potential  future
impairments  of  goodwill,  and (4)  remove  the  forty-year  limitation  on the
amortization  period of intangible  assets that have finite  lives.  The Company
adopted these Statements, as required, on January 1, 2002.

     In accordance  with SFAS No. 142, the Company  completed  its  transitional
impairment  testing of intangible  assets during the first quarter of 2002.  The
outcome  of such  impairment  testing  indicated  that  the  fair  value  of the
Company's intangible assets were in excess of their carrying value.

     At March 31, 2002,  intangible  assets  subject to  amortization  primarily
consisted  of network  affiliation  agreements  that are being  amortized  on an
accelerated   basis   over   periods   ranging   from  4  to  20  years  with  a
weighted-average  amortization  period of  approximately  8 years.  At March 31,
2002, the Company's  amortizable  intangible assets gross value was $29,337 with
accumulated   amortization  of  $17,890.   The  Company's   estimated  aggregate
amortization expense for fiscal year 2002, 2003, 2004, 2005 and 2006 are $1,800,
$1,450, $1,450, $1,450 and $900, respectively.

                                       6

<PAGE>

     The following  table provides a  reconciliation  of reported net income for
the three  months  ended  March 31,  2001 to net  income  that  would  have been
reported had SFAS No. 142 been applied as of January 1, 2001:

                                                              Three months ended
                                                                March 31, 2001
                                                              ------------------

Reported net income                                                  $4,600
  Add back goodwill amortization, net of tax                          8,735
                                                                    -------
Adjusted net income                                                 $13,335
                                                                    =======

Basic and diluted earnings per share:
  As reported                                                          $.04
  Goodwill amortization                                                 .08
                                                                       ----
  As adjusted                                                          $.12
                                                                       ====


NOTE 3 - Reclassification:
-------------------------

     Certain  prior  period  amounts  have been  reclassified  to conform to the
current presentation.

NOTE 4 - 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,
                                   -----------------------
                                    2002              2001
                                    ----              ----
                  Warrants           394             1,154
                  Options          3,411             2,747

NOTE 5 - Debt:
-------------

     A March 31, 2002 the Company had  outstanding  borrowings of $175,750 under
its bank  revolving  credit  facility and  additional  available  borrowings  of
$121,000.

                                       7

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

RESULTS OF OPERATIONS

     Effective  January 1, 2002, the Company  adopted SFAS 141 and SFAS 142. The
Statements prohibit retroactive application, and accordingly several comparisons
to prior year reported amounts are not meaningful.  As a result, the Company has
included pro forma  disclosures to compare the current year operating results to
those  that would  have been  reported  had the  Statements  been  applied as of
January 1, 2001.

THREE MONTHS ENDED MARCH 31, 2002 COMPARED
WITH THREE MONTHS ENDED MARCH 31, 2001
--------------------------------------

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net revenue in the first quarter of 2002 was
$126,296  compared with  $121,569 in the first quarter of 2001.  The increase in
net revenue was principally  related to the Company's  exclusive radio broadcast
of the Winter Olympics from Salt Lake City.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
increased  2% to $92,401 in the first  quarter of 2002 from $90,441 in the first
quarter of 2001. The increase was principally  due to broadcast  rights fees and
other related costs  associated with the Company's  exclusive radio broadcast of
the Winter Olympics,  partially offset by tight cost controls, and reductions in
affiliate compensation and personnel costs.

     Depreciation and amortization  decreased $14,172,  or 83%, to $2,835 in the
first  quarter of 2002  compared  with $17,007 in the first  quarter of 2001 due
principally to the Company's  adoption of SFAS 142, which  prohibits the Company
from continuing to amortize goodwill.

     Corporate  administrative  expenses  decreased  4% to  $1,737  in the first
quarter of 2002 from  $1,811 in the first  quarter  of 2001.  The  decrease  was
primarily attributable to lower compensation expense.

     Operating  income  increased  138% to $29,323 in the first  quarter of 2002
from $12,310 in the first quarter of 2001,  primarily due to lower  depreciation
and amortization  expense resulting from the Company's  adoption of SFAS 142 and
higher operating cash flow (EBITDA).  On a pro forma basis, assuming the Company
had  adopted  the  provisions  of SFAS 142 on  January 1,  2001,  the  Company's
operating income would have increased approximately 23%.

     Net interest expense  decreased in the first quarter of 2002 to $1,723 from
$2,743 in 2001. The decrease was due to lower interest rates,  partially  offset
by slightly higher borrowing levels.

     Income tax expense in the first  quarter of 2002 was $10,157  compared with
$4,967 in the first quarter of 2001. The Company's  effective income tax rate in
2002 is  approximately  37% compared  with a 52% effective tax rate in the first
quarter of 2001.  Both the Company's  reported  income tax expense and effective
income tax rate were  affected by the  Company's  adoption of SFAS 142. On a pro
forma  basis,  assuming  the Company had adopted the  provisions  of SFAS 142 on
January 1, 2001,  income tax expense would have increased by  approximately  30%
and the Company's effective income tax rate would have been approximately 37% in
the first quarter of 2001.

                                       8

<PAGE>


     Net  income in the first  quarter of 2002 was  $17,443  ($.16 per basic and
diluted  share)  compared with $4,600 ($.04 per basic and diluted  share) in the
first quarter of 2001, an increase of approximately  $12,843,  or 279%. On a pro
forma  basis,  assuming  the Company had adopted the  provisions  of SFAS 142 on
January 1, 2001, the Company's net income would have increased by  approximately
31% and net  income  per  basic  and  diluted  share  would  have  increased  by
approximately 32%.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 106,629 and 110,434,  respectively, in the first
quarter of 2002  compared with 107,865 and 111,766,  respectively,  in the first
quarter of 2001. The decrease is principally attributable to the Company's stock
repurchase program.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     At March 31, 2002, the Company's cash and cash equivalents were $9,560,  an
increase of $5,051 from the December 31, 2001 balance.

     For the three months ended March 31, 2002 versus the comparable  prior year
period,  net cash from operating  activities  decreased $1,972. The decrease was
primarily attributable to changes in working capital.

     At March 31, 2002, the Company had available  borrowings of $121,000 on its
revolving credit facility.  Pursuant to the terms of the facility, the amount of
available  borrowings  declines by $6,000 at the end of each quarter in 2002. In
addition,  the Company was required to repay its term loan by $3,750 per quarter
in its third and fourth  quarters of 2002.  The Company paid its September  2002
term  loan  installment  in  February  2002  and its  December  2002  term  loan
installment  in April 2002.  The Company has used its  available  cash to either
repurchase  its Common  Stock and warrants  and/or repay its debt.  In the first
quarter of 2002, the Company  repurchased  approximately  1,213 shares of Common
Stock and  1,000  warrants  at a cost of  $65,548.  In the  month of April,  the
Company  repurchased  an  additional  322  shares of  Common  Stock at a cost of
approximately $12,058.


                                       9


<PAGE>

                            PART II OTHER INFORMATION

Items 1 through 5
-----------------

These items are not applicable.


Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
   (a)  EXHIBIT
        NUMBER                 DESCRIPTION
        -------
          3.1  Certificate of Incorporation of Registrant. (1)
          3.2  Agreement of Merger. (1)
          3.3  Certificate  of Amendment of  Certificate  of  Incorporation,  as
               filed on October 10, 1986. (2)
          3.4  Certificate  of Amendment of  Certificate  of  Incorporation,  as
               filed on October 9, 1986. (3)
          3.5  Certificate  of Amendment of  Certificate  of  Incorporation,  as
               filed on March 23, 1987. (3)
          3.6  Certificate of Correction of  Certificate of Amendment,  as filed
               on March 31, 1987 at 10:00 a.m. (3)
          3.7  Certificate of Correction of  Certificate of Amendment,  as filed
               on March 31, 1987 at 10:01 a.m. (3)
          3.8  Bylaws of Registrant as currently in effect. (10)
          *10.1Employment  Agreement,  dated April 29, 1998,  between Registrant
               and Norman J. Pattiz. (12)
          10.2 Form of  Indemnification  Agreement  between  Registrant  and its
               Directors and Executive Officers. (4)
          10.3 Amended and Restated Credit Agreement,  dated September 30, 1996,
               between  Registrant  and The Chase  Manhattan Bank and Co-Agents.
               (10)
          10.4 Second Amended and Restated  Credit  Agreement dated November 17,
               2000,  between  Registrant  and  The  Chase  Manhattan  Bank  and
               Co-Agents. (16)
          10.5 Purchase  Agreement,   dated  as  of  August  24,  1987,  between
               Registrant and National Broadcasting Company, Inc. (5)
          10.6 Agreement and Plan of Merger among Registrant, Copter Acquisition
               Corp. and Metro Networks, Inc. dated as of June 1, 1999 (13)
          *10.7Amendment  No. 1 to the  Agreement  and Plan Merger,  dated as of
               August 20,  1999,  by and among  Registrant,  Copter  Acquisition
               Corp. and Metro Networks, Inc. (14)
          10.8 Management  Agreement,  dated  as  of  March  30,  1999,  between
               Registrant and Infinity Broadcasting Corporation. (13)
          10.9 Representation  Agreement,  dated as of March 31,  1997,  between
               Registrant and CBS, Inc. (11)
          10.10Westwood One Amended 1999 Stock Incentive Plan. (13)
          10.11Westwood One, Inc. 1989 Stock Incentive Plan. (6)
          10.12Amendments  to  the  Westwood   One,  Inc.   Amended  1989  Stock
               Incentive Plan. (7) (9)
          10.13Leases,  dated August 9, 1999, between Lefrak SBN LP and Westwood
               One, Inc. and between Infinity and Westwood One, Inc. relating to
               New York, New York offices. (15)
          10.14Lease,   dated  December  18,  1991,   between  Valencia  Paragon
               Associates, Ltd., and Unistar Communications Group, Inc. relating
               to Valencia, California offices. (8)


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

         There  were no reports  on Form 8-K filed for  the three  months  ended
         March 31, 2002

**********************
* Indicates a management contract or compensatory plan.

          (1)  Filed as an exhibit to  Registrant's  registration  statement  on
               Form  S-1  (File  Number  2-98695)  and  incorporated  herein  by
               reference.
          (2)  Filed as an exhibit to  Registrant's  registration  statement  on
               Form S-1 (Registration Number 33-9006) and incorporated herein by
               reference.

                                       10

<PAGE>


          (3)  Filed as an exhibit to  Registrant's  Form 8 dated March 1, 1988,
               and incorporated herein by reference.
          (4)  Filed as part of Registrant's  September 25, 1986 proxy statement
               and incorporated herein by reference.
          (5)  Filed an exhibit to Registrant's current report on Form 8-K dated
               September 4, 1987 and incorporated herein by reference.
          (6)  Filed as part of Registrant's  March 27, 1992 proxy statement and
               incorporated herein by reference.
          (7)  Filed as an exhibit to Registrant's July 20, 1994 proxy statement
               and incorporated herein by reference.
          (8)  Filed as an exhibit to  Registrant's  Annual  Report on Form 10-K
               for the year ended December 31, 1994 and  incorporated  herein by
               reference.
          (9)  Filed as an exhibit to Registrant's  May 17, 1996 proxy statement
               and incorporated herein by reference.
          (10) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q
               for the quarter ended September 30, 1996 and incorporated  herein
               by reference.
          (11) Filed as an exhibit to  Registrant's  Annual  Report on Form 10-K
               for the year ended December 31, 1997 and  incorporated  herein by
               reference.
          (12) Filed as an exhibit to  Registrant's  Annual  Report on Form 10-K
               for the year ended December 31, 1998 and  incorporated  herein by
               reference.
          (13) Filed  as an  exhibit  to  Registrant's  August  24,  1999  proxy
               statement and incorporated herein by reference.
          (14) Filed as an exhibit to  Registrant's  current  report on Form 8-K
               dated October 1, 1999 and incorporated herein by reference.
          (15) Filed as an exhibit to  Registrant's  Annual  Report on Form 10-K
               for the year ended December 31, 1999 and  incorporated  herein by
               reference.
          (16) Filed as an exhibit to  Registrant's  Annual  Report on Form 10-K
               for the year ended December 31, 2000 and  incorporated  herein by
               reference.




                                       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/ ROBERT FREEDLINE
                                                      ------------------
                                                      ROBERT FREEDLINE
                                                      Chief Financial Officer


                                                  Dated: May 8, 2002



                                       12