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

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



For Quarter Ended September 30, 2001            Commission File Number  0-13020


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



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



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


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




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

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

As of October 31, 2001,  106,578,966 shares of Common Stock,  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                                                11

         SIGNATURES                                                       12

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

<TABLE>
<CAPTION>
<S>                                                                                <C>                        <C>
                                                                                   September 30,              December 31,
                                                                                        2001                      2000
                                                                                        ----                      ----
                                           ASSETS
                                           ------
CURRENT ASSETS:
  Cash and cash equivalents                                                           $ 8,657                 $   6,757
  Accounts receivable, net of allowance for doubtful accounts
     of $10,441 (2001) and $9,356 (2000)                                              113,076                   135,550
  Other current assets                                                                  8,911                    11,574
                                                                                      -------                 ---------
         Total Current Assets                                                         130,644                   153,881
PROPERTY AND EQUIPMENT, NET                                                            58,992                    58,052
INTANGIBLE ASSETS, NET                                                              1,014,978                 1,055,727
OTHER ASSETS                                                                           11,231                    17,896
                                                                                   ----------                ----------
            TOTAL ASSETS                                                           $1,215,845                $1,285,556
                                                                                   ==========                ==========

                            LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                    $42,305                   $41,916
  Current maturity of long-term debt                                                    7,500                    10,000
  Other accrued expenses and liabilities                                               75,568                    86,286
                                                                                   ----------                ----------
         Total Current Liabilities                                                    125,373                   138,202
LONG-TERM DEBT                                                                        151,250                   168,000
OTHER LIABILITIES                                                                      32,550                    29,462
                                                                                   ----------                ----------
         TOTAL LIABILITIES                                                            309,173                   335,664
                                                                                   ----------                ----------
COMMITMENTS AND CONTINGENCIES                                                            -                         -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000 shares, none outstanding                            -                         -
  Common stock, $.01 par value: authorized,  300,000 shares;
    issued and outstanding, 131,206 (2001) and 129,300 (2000)                           1,312                     1,293
  Class B stock, $.01 par value: authorized,  3,000 shares:
    issued and outstanding, 704 (2001 and 2000)                                             7                         7
  Additional paid-in capital                                                        1,206,880                 1,194,118
  Accumulated earnings                                                                 93,584                    66,671
  Accumulated other comprehensive loss                                                   -                       (3,635)
                                                                                   ----------                ----------
                                                                                    1,301,783                 1,258,454
  Less treasury stock, at cost; 25,045 (2001) and 21,612 (2000) shares               (395,111)                 (308,562)
                                                                                   ----------                ----------
         TOTAL SHAREHOLDERS' EQUITY                                                   906,672                   949,892
                                                                                   ----------                ----------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                $1,215,845                $1,285,556
                                                                                   ==========                ==========




          See accompanying notes to consolidated financial statements.
                                        3
</TABLE>
<page>
                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)

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


                                                         Three Months Ended                 Nine Months Ended
                                                            September 30,                     September 30,
                                                         ------------------                 -----------------
                                                       2001              2000             2001              2000
                                                       ----              ----             ----              ----

GROSS REVENUES                                       $144,215         $161,533          $439,990          $464,507
  Less Agency Commissions                              20,232           22,519            60,754            66,890
                                                     --------         --------          --------          --------
NET REVENUES                                          123,983          139,014           379,236           397,617
                                                     --------         --------          --------          --------
Operating Costs and Expenses Excluding
  Depreciation and Amortization                        82,183           96,980           259,339           280,635
Depreciation and Amortization                          17,015           15,834            51,131            46,957
Corporate General and Administrative Expenses           1,674            2,020             5,338             6,104
                                                     --------         --------          --------          --------
                                                      100,872          114,834           315,808           333,696
                                                     --------         --------          --------          --------
OPERATING INCOME                                       23,111           24,180            63,428            63,921
Interest Expense                                        2,075            2,486             7,010             7,612
Other Income                                              (75)            (164)            1,005              (536)
                                                     --------         --------          --------          --------
INCOME BEFORE INCOME TAXES                             21,111           21,858            55,413            56,845
INCOME TAXES                                           10,930           11,988            28,500            32,375
                                                     --------        ---------          --------          --------

NET INCOME                                            $10,181           $9,870           $26,913           $24,470
                                                      =======           ======           =======           =======

NET INCOME PER SHARE:
   BASIC                                                $ .10            $ .09             $ .25             $ .22
                                                      =======          =======           =======           =======
   DILUTED                                              $ .09            $ .09             $ .24             $ .21
                                                      =======          =======           =======           =======

WEIGHTED AVERAGE SHARES OUTSTANDING:
   BASIC                                              106,852          110,057           107,698           111,397
                                                      =======          =======           =======           =======
   DILUTED                                            111,165          114,929           112,219           117,165
                                                      =======          =======           =======           =======

</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>
                                                                                      Nine Months Ended
                                                                                          September 30,
                                                                                       -----------------
                                                                                      2001           2000
                                                                                      ----           ----
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                        $26,913         $24,470
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                                51,131          46,957
        Deferred taxes and other                                                      2,885           7,811
                                                                                    -------         -------
                                                                                     80,929          79,238
        Changes in assets and liabilities:
           Decrease in accounts receivable                                           23,174          22,659
           Decrease  in other assets                                                  2,034             992
           Increase in accounts payable and accrued liabilities                      18,442          24,863
                                                                                    -------         -------
                  Net Cash Provided By Operating Activities                         124,579         127,752
                                                                                    -------         -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                                 (6,211)        (14,142)
  Capital expenditures                                                               (5,934)         (7,371)
                                                                                    -------         -------
                  Net Cash Used For Investing Activities                            (12,145)        (21,513)
                                                                                    -------         -------
                  CASH PROVIDED BEFORE FINANCING ACTIVITIES                         112,434         106,239
                                                                                    -------         -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                           18,471          12,523
  Debt repayments and payments of capital lease obligations                         (21,366)        (38,021)
  Repurchase of common stock                                                       (107,639)        (88,736)
                                                                                    -------         -------
                  NET CASH (USED IN) FINANCING ACTIVITIES                          (110,534)       (114,234)
                                                                                    -------         -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  1,900          (7,995)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      6,757          10,626
                                                                                    -------         -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           $8,657          $2,631
                                                                                    =======         =======
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 5 -


<page>
                               WESTWOOD ONE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 1 - Basis of Presentation:
------------------------------

     The accompanying  consolidated  balance sheet as of September 30, 2001, the
consolidated statements of operations for the three and nine month periods ended
September  30, 2001 and 2000 and the  consolidated  statements of cash flows for
the nine months  ended  September  30, 2001 and 2000 are  unaudited,  but in the
opinion of management include all adjustments  necessary for a fair presentation
of the  financial  position  and the  results  of  operations  for  the  periods
presented.

     These consolidated  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 - Reclassification:
-------------------------

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

NOTE 3 - 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 that were added
to the basic  weighted  average  shares  outstanding  to  arrive at the  diluted
weighted average shares outstanding for each period:

                  Three Months Ended             Nine Months Ended
                     September 30,                  September 30,
                  ------------------             -----------------

                  2001            2000            2001          2000
                  ----            ----            ----          ----
   Warrants      1,083           1,379           1,345         1,530
   Options       3,230           3,493           3,176         4,238

NOTE 4 - Debt:
-------------

     At September  30, 2001 the Company had  outstanding  borrowings of $158,750
under its bank revolving credit facility and available borrowings of $156,000.
<page>

     In April  2001,  the Company  entered  into a one year  interest  rate swap
agreement  covering  $25,000  principal  value of its  outstanding  borrowing to
effectively fix the interest rate at 4.27% plus the Applicable Margin (typically
the Company  borrows at a variable  interest rate of three-month  LIBOR plus the
Applicable Margin).


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

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED
WITH THREE MONTHS ENDED SEPTEMBER 30, 2000
----------------------------------------------

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net revenue  decreased  $15,031,  or 11%, to
$123,983 in the third quarter of 2001 from $139,014 in the comparable prior year
quarter.  The  decrease  in  net  revenue  was  primarily  attributable  to  the
non-recurrence  of  revenues  from the 2000  Summer  Olympics,  a  reduction  of
spending  by  internet  companies,  and a  slowdown  in the  advertising  market
generally.  The  Company's  third  quarter  2001  revenues  were also  adversely
affected by lost revenue from the  cancellation  and rescheduling of programming
and advertiser commitments due to the events of September 11.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
decreased  $14,797 or 15%, to $82,183 in the third  quarter of 2001 from $96,980
in  the  third  quarter  of  2000.  The  decrease  was  due  principally  to the
non-recurrence  of broadcast rights fees and other related costs associated with
the 2000 Summer  Olympics,  tight cost controls and  reductions in affiliate and
personnel costs,  partially offset by additional operating costs associated with
the operations of SmartRoute  Systems,  Inc.  ("SmartRoute"),  whose assets were
acquired in mid-November 2000.

     Depreciation and amortization  expense  increased $1,181, or 7%, to $17,015
in the third  quarter of 2001 as compared  with $15,834 in the third  quarter of
2000. The increase is principally  attributable to the  amortization of goodwill
resulting from the acquisition of the operating assets of SmartRoute.

     Corporate general and  administrative  expenses  decreased $346, or 17%, to
$1,674 in the third quarter of 2001 from $2,020 in the comparable  2000 quarter.
The decrease is principally attributable to lower management compensation.

     Operating income decreased  $1,069,  or 4%, to $23,111 in the third quarter
of 2001 from $24,180 in the third quarter of 2000 due to higher depreciation and
amortization.

     Interest expense  decreased 17% to $2,075 in the third quarter of 2001 from
$2,486 in 2000.  The  decrease is  principally  attributable  to lower  interest
rates.

     Income taxes  decreased  $1,058,  or 9%, to $10,930 in the third quarter of
2001 from $11,988 in the third quarter of 2000. The Company's  effective  income
tax rate in the first nine months of 2001 was  approximately 51% due principally
to non-deductible goodwill and lower state taxes.

     Net income increased $311, or 3%, to $10,181 ($.10 per basic share and $.09
per diluted  share) in the third quarter of 2001 from $9,870 ($.09 per basic and
diluted share) in the third quarter of 2000.

<page>

     Weighted  average  shares  outstanding  for the third  quarter of 2001 were
106,852  basic shares and 111,165  diluted  shares as compared to 110,057  basic
shares and 114,929 diluted shares in the third quarter of 2000, a decrease of 3%
for both basic and diluted shares. The decrease is attributable to the Company's
stock repurchase program.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED
WITH NINE MONTHS ENDED SEPTEMBER 30, 2000
---------------------------------------------

     Net revenue for the first nine months of 2001 decreased 5% to $379,236 from
$397,617 in the first nine months of 2000.  The  decrease in net revenue was due
to the non-recurrence of revenues from the 2000 Summer Olympics,  a reduction of
spending by internet companies,  the cancellation of programming and advertising
commitments  due to the events of September 11 and a slowdown in the advertising
market generally.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
decreased  8% to $259,339 in the first nine months of 2001 from  $280,635 in the
comparable  2000  period.  The  decrease  was  primarily   attributable  to  the
non-recurrence  of broadcast  rights fees and related costs  associated with the
2000 Summer  Olympics,  tight cost  controls and  reductions  in  affiliate  and
personnel  costs,  partially  offset  by  operating  costs  associated  with the
operations of SmartRoute.

     Depreciation and amortization  expense increased 9% to $51,131 in the first
nine months of 2001 as compared  with  $46,957 in the first nine months of 2000.
The  increase is  principally  attributable  to  depreciation  and  amortization
related to the acquisition of the operating assets of SmartRoute.

     Corporate general and  administrative  expenses  decreased 13% to $5,338 in
the first nine months of 2001 from $6,104 in the  comparable  2000  period.  The
decrease is principally attributable to lower management compensation.

     Interest  expense  decreased  8% to $7,010 in the first nine months of 2001
from $7,612 in the  comparable  2000  period.  The  decrease  results from lower
average debt levels and higher interest rates.

     Net  income  increased  10% to $26,913  ($.25 per basic  share and $.24 per
diluted  share) in the first nine  months of 2001 from  $24,470  ($.22 per basic
share and $.21 per diluted share) in the comparable 2000 period.

     Weighted average shares  outstanding for the first nine months of 2001 were
107,698 basic shares and 112,219  diluted  shares as compared with 111,397 basic
shares and 117,165 diluted shares in the first mine months of 2000. The decrease
in shares was primarily attributable to the Company's stock repurchase program.


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

     At September 30, 2001, the Company's cash and cash equivalents were $8,657,
an increase of $1,900 from December 31, 2000.

<page>

     For the  nine  months  ended  September  30,  2001,  net cash  provided  by
operating  activities was $124,579 as compared with $127,752 for the nine months
ended  September 30, 2000, a decrease of $3,173.  The cash flow from  operations
was principally  used to fund the Company's stock buy-back program and to reduce
debt.

     At September 30, 2001, the Company had available  borrowings of $156,000 on
its  revolving  credit  facility.  The  Company has used its  available  cash to
repurchase its Common Stock.  In the nine month period ended September 30, 2001,
the Company repurchased  approximately 4,433 shares of Common Stock and warrants
at a cost of approximately $107,639. In October 2001, the Company repurchased an
additional 430 shares of Common Stock at a cost of $10,119.

Recently Issued Accounting Standards
------------------------------------

     In July 2001,  the Financial  Standards  Board (FASB) issued FASB Statement
No. 142 (FAS 142),  "Goodwill and Other Intangible  Assets." FAS 142 changes the
accounting  for  goodwill  from an  amortization  method  to an  impairment-only
approach.  Upon  adoption of FAS 142,  goodwill  will be tested at the reporting
unit  annually  and  whenever  events or  circumstances  occur  indicating  that
goodwill  might  be  impaired.  Amortization  of  goodwill,  including  goodwill
recorded in past business  combinations,  will cease.  The adoption date for the
Company  will be January 1, 2002.  The Company has not yet  determined  what the
impact of FAS 142 will be on the Company's  results of operations  and financial
position.

     In August 2001,  the FASB issued  Statement  No. 144, "Accounting  for the
Impairment  or Disposal of  Long-lived  Assets."  This  statement  establishes a
single  accounting  model for the impairment of long-lived  assets.  The Company
does not expect  adoption  of this  standard  to have a  material  effect on its
results of  operations  and  financial  position.  The  Company  will adopt this
statement on January 1, 2002.

<page>

                            PART II OTHER INFORMATION

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

     These items are not applicable.

Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

     (a)      Exhibits
              None


     (b)      Reports on Form 8-K
              None

<page>
                                   SIGNATURES
                                   ----------


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




                                         WESTWOOD ONE, INC.




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




                                             Dated:  November 12, 2001