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 June 30, 1999                  Commission File Number  0-13020


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



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



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


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




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

                             Yes  X              No
                                 ---                ---

As of August 2, 1999,  28,041,135  shares of Common Stock and 351,733  shares of
Class B Stock were outstanding.


<PAGE>


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

                                      INDEX
                                      -----




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


               Consolidated Balance Sheets                                   3

               Consolidated Statements of Operations                         4

               Consolidated Statements of Cash Flows                         5

               Notes to Consolidated Financial Statements                    6

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





PART II.  OTHER INFORMATION                                                 11

          SIGNATURES                                                        12



                                       2


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    June 30,            December 31,
<S>                                                                                 <C>                  <C>
                                                                                     1999                  1998
                                                                                    --------            ------------
                                     ASSETS
                                     ------
CURRENT ASSETS:
  Cash and cash equivalents                                                        $    257               $  2,549
  Accounts receivable, net of allowance for doubtful accounts
     of $3,967 (1999) and $3,720 (1998)                                              64,972                 75,402
  Other current assets                                                                7,614                  7,712
                                                                                   --------               --------
                    Total Current Assets                                             72,843                 85,663

PROPERTY AND EQUIPMENT, NET                                                          22,629                 24,353
INTANGIBLE ASSETS, NET                                                              219,053                224,242
OTHER ASSETS                                                                         11,329                 11,021
                                                                                   --------               --------
                    TOTAL ASSETS                                                   $325,854               $345,279
                                                                                   ========               ========

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

CURRENT LIABILITIES:
  Accounts payable                                                                 $ 27,137               $ 28,484
  Other accrued expenses and liabilities                                             37,471                 50,068
                                                                                   --------               --------
                    Total Current Liabilities                                        64,608                 78,552
LONG-TERM DEBT                                                                      167,000                170,000
OTHER LIABILITIES                                                                    17,648                 19,509
                                                                                   --------               --------
                    TOTAL LIABILITIES                                               249,256                268,061
                                                                                   --------               --------
COMMITMENTS AND CONTINGENCIES                                                          -                      -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000,000 shares, none outstanding                      -                      -
  Common stock, $.01 par value: authorized,  117,000,000 shares;
    issued and outstanding, 35,078,730 (1999) and 34,962,230 (1998)                     351                    350
  Class B stock, $.01 par value: authorized,  3,000,000 shares:
    issued and outstanding, 351,733 (1999 and 1998)                                       4                      4
  Additional paid-in capital                                                        212,414                206,688
  Accumulated earnings                                                                5,324                  1,143
                                                                                   --------               --------
                                                                                    218,093                208,185
  Less treasury stock, at cost; 7,058,595 (1999) and 6,647,095 (1998) shares       (141,495)              (130,967)
                                                                                   --------               --------
                    TOTAL SHAREHOLDERS' EQUITY                                       76,598                 77,218
                                                                                   --------               --------
                    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $325,854               $345,279
                                                                                   ========               ========


</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>


                                                                                 Three Months Ended                Six Months Ended
                                                                                      June 30,                         June 30,
                                                                                 ------------------                ----------------
<S>                                                                              <C>           <C>                 <C>          <C>
                                                                                 1999          1998                1999       1998
                                                                                 ----          ----                ----       ----

    GROSS REVENUES                                                              $76,591      $73,010            $144,336   $134,069
     Less Agency Commissions                                                     10,238        9,523              19,465     17,242
                                                                                -------      -------            --------   --------
    NET REVENUES                                                                 66,353       63,487             124,871    116,827
                                                                                -------      -------            --------   --------
    Operating Costs and Expenses Excluding
     Depreciation and Amortization                                               49,148       47,490             100,268     94,323
    Depreciation and Amortization                                                 4,725        5,196               9,293      8,631
    Corporate General and Administrative Expenses                                 1,002        1,205               2,195      2,295
                                                                                -------      -------            --------   --------
                                                                                 54,875       53,891             111,756    105,249
                                                                                -------      -------            --------   --------
    OPERATING INCOME                                                             11,478        9,596              13,115     11,578
    Interest Expense                                                              2,943        2,438               5,954      4,517
    Other Income                                                                   (128)         (88)               (319)      (266)
                                                                                -------      -------            --------   --------
    INCOME BEFORE INCOME TAXES                                                    8,663        7,246               7,480      7,327
    INCOME TAXES                                                                  3,820        3,168               3,299      3,200
                                                                                -------      -------            --------   --------

    NET INCOME                                                                   $4,843       $4,078              $4,181     $4,127
                                                                                 ======       ======              ======     ======


    NET INCOME PER SHARE:
          BASIC                                                                    $.17         $.13               $.15        $.13
                                                                                   ====         ====               ====        ====
          DILUTED                                                                  $.15         $.12               $.13        $.12
                                                                                   ====         ====               ====        ====

    WEIGHTED AVERAGE SHARES OUTSTANDING:
          BASIC                                                                  28,329       31,487             28,299      31,576
                                                                                 ======       ======             ======      ======
          DILUTED                                                                32,790       34,885             32,355      35,046
                                                                                 ======       ======             ======      ======

</TABLE>





          See accompanying notes to consolidated financial statements.
                                        4



<PAGE>

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

                                                                                                Six Months Ended
                                                                                                    June 30,
                                                                                                    --------
<S>                                                                                        <C>               <C>
                                                                                             1999              1998
                                                                                             ----              ----

CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                              $ 4,181           $ 4,127
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                                       9,293             8,631
        Other                                                                               2,782             2,734
                                                                                          -------           -------
                                                                                           16,256            15,492
        Changes in assets and liabilities:
           Decrease in accounts receivable                                                 10,430               731
           Decrease (Increase) in prepaid assets                                               98            (1,066)
           (Decrease) Increase in accounts payable and accrued liabilities                 (4,380)            3,587
                                                                                          -------           -------
                  Net Cash Provided By Operating Activities                                22,404            18,744
                                                                                          -------           -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                                      (10,263)          (26,447)
  Capital expenditures                                                                     (1,098)           (1,851)
                                                                                          -------           -------
                  Net Cash Used For Investing Activities                                  (11,361)          (28,298)
                                                                                          -------           -------
                            CASH PROVIDED (USED) BEFORE FINANCING ACTIVITIES               11,043            (9,554)
                                                                                          -------           -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Borrowings (repayments) under debt arrangements and capital leases                       (4,534)           24,000
  Issuance of common stock                                                                  1,727             1,377
  Repurchase of common stock                                                              (10,528)          (16,801)
                                                                                          -------          --------
                              NET CASH (USED IN) FROM FINANCING ACTIVITIES                (13,335)            8,576
                                                                                          -------          --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                  (2,292)             (978)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                            2,549             2,763
                                                                                          -------           -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $257            $1,785
                                                                                          =======           =======
</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 June 30, 1999, the
consolidated  statements of operations for the three and six month periods ended
June 30, 1999 and 1998 and the consolidated statements of cash flows for the six
months  ended  June  30,  1999 and 1998 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 - 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 were added to
the basic weighted average shares  outstanding to arrive at the diluted weighted
average shares outstanding for each period:

                  THREE MONTHS ENDED                        SIX MONTHS ENDED
                        JUNE 30,                                JUNE 30,
                  ------------------                        ----------------

                1999             1998                       1999         1998
                ----             ----                       ----         ----
Warrants       3,455            2,671                      3,244        2,697
Options        1,006              727                        812          773


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

         At June 30,  1999 the Company had  outstanding  borrowings  of $167,000
under its bank revolving credit facility and available borrowings of $28,000.


                                       6


<PAGE>


NOTE 5 - Acquisition:
---------------------

         On June 1, 1999 the Company  entered  into a  definitive  agreement  to
merge with Metro Networks,  Inc. ("Metro"). At the effective time of the Merger,
each outstanding  share of Metro will be converted into the right to receive 1.5
shares of the Company's common stock and each outstanding  share of Metro Series
A Convertible  Preferred  Stock will be converted  into the right to receive 1.5
shares  of a  corresponding  series  of  preferred  stock  of the  Company.  The
consummation  of the  Merger is  subject to  certain  conditions  including  the
approval  of the  issuance  of  the  Company's  common  stock  by the  Company's
stockholders,  the approval of the Merger by Metro stockholders' and the receipt
of all necessary regulatory approvals.


                                       7
<PAGE>

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


         Effective May 1998, the Company  purchased the operating  assets of the
Shadow Traffic operations in Baltimore, Boston, Dallas, Detroit, Houston, Miami,
Sacramento,  San Diego,  San Francisco and  Washington,  D.C.  Accordingly,  the
consolidated  financial  statements  reflect the results of the acquisition from
the effective date.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1999 COMPARED
WITH THREE MONTHS ENDED JUNE 30, 1998
-----------------------------------------

         Westwood One derives  substantially all of its revenue from the sale of
advertising time to advertisers. Net revenue increased $2,866, or 5%, to $66,353
in the second quarter of 1999 from $63,487 in the comparable prior year quarter.
The  increase in net  revenue  was  primarily  due to higher  revenues  from the
Company's  Shadow  Traffic  operations,  including  those  acquired in May 1998,
partially offset by lower revenues from the Company's network programs.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
increased  $1,658,  or 3%, to $49,148 in the second quarter of 1999 from $47,490
in the second  quarter of 1998.  The  increase  was due to  additional  expenses
related to the Shadow Traffic operations,  including those acquired in May 1998,
partially offset by lower news programming and affiliate  compensation  expenses
for the Company's network operations.

         Depreciation and  amortization  decreased $471, or 9%, to $4,725 in the
second  quarter of 1999 as compared to $5,196 in the second quarter of 1998. The
change  is  principally  attributable  to lower  depreciation  and  amortization
related to fixed assets as a result of assets being fully depreciated and to the
final purchase price allocation of the May 1998 Shadow Traffic purchase.

         Corporate general and  administrative  expenses decreased $203, or 17%,
to $1,002 in the  second  quarter  of 1999 from  $1,205 in the  comparable  1998
quarter. The decrease is principally attributable to lower compensation expense.

     Operating income increased $1,882, or 20%, to $11,478 in the second quarter
of 1999 from $9,596 in the second  quarter of 1998.  The increase is in part due
to effective cost control measures.

         Interest expense  increased 21% to $2,943 in the second quarter of 1999
from $2,438 in 1998.  The increase is  principally  attributable  to higher debt
levels as a result of the Company's  stock  repurchase  program and the May 1998
Shadow Traffic acquisition.

         Income taxes increased $652, or 21%, to $3,820 in the second quarter of
1999 from $3,168 in the second quarter of 1998. The effective income tax rate in
the first half of 1999 and 1998 was 44%.  The  provision  is  substantially  all
deferred taxes as the Company has  significant tax net operating loss deductions
to reduce cash taxes payable.

                                       8

<PAGE>


         Net income  increased $765, or 19%, to $4,843 ($.17 per basic share and
$.15 per  diluted  share) in the second  quarter of 1999 from  $4,078  ($.13 per
basic share and $.12 per diluted share) in the second quarter of 1998.


SIX MONTHS ENDED JUNE 30, 1999 COMPARED
WITH SIX MONTHS ENDED JUNE 30, 1998
---------------------------------------

         Net revenue for the first half of 1999  increased  7% to $124,871  from
$116,827 in the first half of 1998. The increase is principally  attributable to
higher revenues from the Company's  Shadow Traffic  operations,  including those
acquired  in May 1998,  and  higher  network  revenues  partially  offset by the
non-recurrence of revenues from the 1998 Winter Olympics.

         Operating costs and expenses increased 6% to $100,268 in the first half
of 1999 from $94,323 in the comparable  1998 period.  The increase was primarily
attributable to additional  expenses  related to the Shadow Traffic  operations,
including those acquired in May 1998, partially offset by lower news programming
and affiliate compensation expenses for the Company's network operations and the
non-recurrence  of expenses  associated  with the Company's live coverage of the
1998 Winter Olympics.

         Depreciation and amortization  increased 8% to $9,293 in the first half
of 1999 as  compared  to $8,631  in the  first  half of 1998.  The  increase  is
principally  attributable  to  depreciation  and  amortization  related to fixed
assets acquired as part of the May 1998 Shadow Traffic operations.

         Interest expense increased 32% to $5,954 in the first half of 1999 from
$4,517 in the  comparable  1998 period.  The  increase  results from higher debt
levels  associated with the Company's stock repurchase  program and the May 1998
Shadow Traffic acquisition.

     Net  income  increased  1% to $4,181  ($.15  per  basic  share and $.13 per
diluted  share) in the first half of 1999 from $4,127  ($.13 per basic share and
$.12 per diluted share) in the comparable 1998 period.

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

         At June 30, 1999, the Company's cash and cash  equivalents were $257, a
decrease of $2,292 from December 31, 1998.

         For the six months ended June 30, 1999,  net cash provided by operating
activities  was $22,404 as compared to $18,744 for the six months ended June 30,
1998, an increase of $3,660.  The cash flow from operations was principally used
to fund the Company's stock buy-back program and to reduce debt.

         At June 30, 1999,  the Company had  available  borrowings of $28,000 on
its  revolving  credit  facility.  The  Company has used its  available  cash to
repurchase  its  Common  Stock.  In the first six  months of 1999,  the  Company
repurchased approximately 412 shares of Common Stock at a cost of $10,528.

                                       9

<PAGE>


Year 2000 Compliance
--------------------

         The  Company  has been  working to identify  and  evaluate  the changes
necessary to its existing  computerized  business  systems to make those systems
Year 2000  compliant.  The  Company's  exposure to potential  Year 2000 problems
exists in two areas: technological operations in the sole control of the Company
and technological operations in some way dependent on one or more third parties.
These technological operations include information technology ("IT") systems and
non-IT systems, including those with embedded technology, hardware and software.
In  respect to  technological  operations  dependent  in some way on one or more
third parties the situation is much less in the Company's  ability to predict or
control.

         The Company has been  replacing,  upgrading or modifying  key financial
and operating systems in the normal course of business. Remediation with respect
to technological operations in the sole control of the Company is expected to be
fully complete by August 31, 1999.

         In addition,  the Company's business is dependent on third parties that
are  themselves  dependent  on  technology.  For  example,  systems  failures in
satellite  transmissions and communication  systems could impact the Company and
its  ability to  deliver  programming  and  provide  commercial  air time to its
customers.  To mitigate this risk,  the Company has contacted  major third party
vendors to ascertain  their state of  readiness  with respect to being Year 2000
compliant.  The Company's most  significant  vendors have indicated they believe
they are or will be Year 2000 compliant by mid-1999.  However, no assurances can
be given that these third  parties have  corrected and  identified  all the Year
2000  problems  and that such third party  failure to correct or  identify  such
problems would not have a material adverse effect on the Company.

         As the  Company  has been using  existing  resources  to  complete  the
modifications necessary to become Year 2000 compliant, the Company believes that
the related costs will not be material  (approximately $500). These expenditures
have  been and are  expected  to  continue  to be  sourced  from  the  Company's
operating cash flow and have not and are not expected to have a material  impact
on the Company's financial statements.

         In conjunction with the ongoing efforts to ensure Year 2000 compliance,
the Company is establishing  alternative  contingency  plans.  Accordingly,  the
Company does not  anticipate  that internal  system  failures will result in any
material effect to its operations.


                                       10

<PAGE>


                            PART II OTHER INFORMATION

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

         These items are not applicable.

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

         (a)      Exhibits
                  --------
                  27. Financial Data Schedule


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

                  On June 4, 1999 the Company filed a report on Form 8-K related
to the  Company's  proposed  Merger with Metro  Networks,  Inc. and the Infinity
Broadcasting Corporation Management and Representation Agreements.


                                       11

<PAGE>


                                   SIGNATURES
                                   ----------



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




                                                    WESTWOOD ONE, INC.




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







                                                    Dated: August 13, 1999


                                       12