EXECUTION COPY

                                 FIRST AMENDMENT

     FIRST AMENDMENT, dated as of September 11, 1998 (this "Amendment"),  to the
Amended and Restated  Credit  Agreement (as amended,  supplemented  or otherwise
modified  from time to time),  dated as of  September  30,  1996,  (the  "Credit
Agreement"),  among Westwood One, Inc., a Delaware corporation (the "Borrower"),
the several  banks and other  financial  institutions  from time to time parties
thereto (the "Lenders"), The First National Bank of Boston, Bank of Montreal and
Bank of America  Illinois,  as co-agents for the Lenders (in such capacity,  the
"Co-Agents")  and The Chase  Manhattan  Bank,  as  Administrative  Agent for the
Lenders (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the parties hereto wish to amend certain provisions of the Credit
Agreement on the terms set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements herein contained, the parties hereto hereby agree as follows:

         1.       Defined Terms.  Terms defined in the Credit Agreement and used
herein shall, unless otherwise indicated, have the meanings given to them in the
Credit Agreement.

         2.       Amendments to the Credit Agreement.

         (a)      Subsection 1.1.  Subsection 1.1 of the Credit Agreement is 
     hereby amended by deleting the definition of the term "Capital 
     Expenditures" and substituting therefor the following:

                  "`Capital Expenditures':  shall mean, for any period, 
          expenditures (including the aggregate amount of Capital Lease 
          Obligations (excluding Capitalized Lease Obligations relating to the 
          acquisition of satellite time or capacity in an aggregate amount not 
          to exceed $10,000,000) incurred during such period) made by the 
          Borrower or any of its Restricted Subsidiaries to acquire or construct
          fixed assets, plant and equipment (including renewals, improvements 
          and replacements, but excluding repairs) during such period computed 
          in accordance with GAAP."

         (b)      Subsection 2.21.  Subsection 2.21 of the Credit Agreement is 
     hereby amended by deleting said subsection in its entirety and substituting
     in lieu thereof the following:

                  "2.21.  Commitment  Increases.  (a) In the event  that at any 
          time prior to June 30, 1999 the Borrower  wishes to increase the  
          aggregate Revolving  Credit Commitments,  the Borrower or the 
          Administrative  Agent shall notify the Lenders of the amount of such 
          proposed increase (a "Commitment Increase").

                   (b)  Any additional bank, financial institution or of other 
          entity which, with the consent of the Borrower and the Administrative 
          Agent (which consent, in the case of the Administrative Agent, shall 
          not be unreasonably withheld), elects to become a party to this 
          Agreement and obtain a Revolving Credit Commitment as part of a 
          Commitment Increase shall execute a New Lender Supplement with the 
          Borrower and the Administrative Agent, substantially in the form of 
          Exhibit H-1, whereupon such bank, financial institution or other 
          entity (herein called a "New Lender") shall become a Lender for all 
          purposes and to the same extent as if originally a party hereto and 
          shall be bound by and entitled to the benefits of this Agreement, and 
          Schedule I shall be deemed to be amended to add the name and Revolving
          Credit Commitment of such New Lender.

                   (c)  Any Lender which, as part of a Commitment Increase, 
          elects to increase its Revolving Credit Commitment, shall execute a 
          Commitment Increase Supplement with the Borrower and the 
          Administrative Agent, substantially in the form of Exhibit H-2, 
          whereupon such Lender shall be bound by and entitled to the benefits 
          of this Agreement with respect to the full amount of its Revolving 
          Credit Commitment as so increased, and Schedule I shall be deemed to 
          be amended to so increase the Revolving Credit Commitment of such 
          Lender.


                                EX-10.21 PAGE 1

<PAGE>

                   (d)  If, on the date upon which a bank, financial institution
          or other entity becomes a New Lender pursuant to subsection 2.21(b) or
          upon which a Lender's Revolving Credit Commitment is increased 
          pursuant to subsection 2.21(c), there is an unpaid principal amount of
          Revolving Credit Loans, the Borrower shall prepay all such then 
          outstanding Revolving Credit Loans and immediately thereafter reborrow
          under the Revolving Credit Commitments then in effect an amount equal 
          to the amount of Revolving Credit Loans so prepaid or such other 
          amount as the Borrower deems appropriate.

                   (e)  Notwithstanding anything to the contrary in this 
          subsection, (i) in no event shall any transaction effected pursuant to
          this subsection cause the aggregate amount of the increases in the 
          Revolving Credit Commitments pursuant to this subsection to exceed 
          $50,000,000, (ii) each Commitment Increase shall be for an amount 
          equal to not less than $5,000,000 and (iii) no Lender shall have any 
          obligation to increase its Revolving Credit Commitment unless it 
          agrees to do so in its sole discretion."
 
     (c)  Subsection 6.8.  Subsection 6.8 of the Credit Agreement is hereby 
amended by deleting the amount "$50,000,000" that appears in paragraph (c) 
thereof and substituting in lieu thereof the amount of "$100,000,000".
 
     3.   Conditions to Effectiveness.  This Amendment shall become effective on
and as of the date (the "Effective Date") that the Administrative Agent shall 
have received counterparts of this Amendment, duly executed by the Borrower, the
Majority Lenders and the Majority Revolving Credit Lenders.

     4.   Representations and Warranties.  To induce the Administrative Agent, 
the Majority Lenders and the Majority Revolving Credit Lenders to enter into 
this Amendment, the Borrower hereby represents and warrants to the 
Administrative Agent, the Majority Lenders and the Majority Revolving Credit 
Lenders as of the Effective Date that the representations and warranties made by
the Borrower in the Loan Documents are true and correct in all material respects
on and as of the Effective Date, before and after giving effect to the 
effectiveness of this Amendment, as if made on and as of the Effective Date 
(except for representations and warranties which expressly relate to an earlier 
date).

     5.   Payment of Expenses.  The Borrower agrees to pay or reimburse the 
Administrative Agent for all of its out-of-pocket costs and reasonable expenses 
incurred in connection with the Amendment, any other documents prepared in 
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the 
Administrative Agent.

     6.   Reference to and Effect on the Loan Documents; Limited Effect.  On and
after the date hereof and the satisfaction of the conditions contained in 
Section 3 of this Amendment, each reference in the Credit Agreement to "this 
Agreement", "hereunder", "hereof" or words of like import referring to the 
Credit Agreement, and each reference in the other Loan Documents to "the Credit 
Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit 
Agreement as amended hereby.  The execution, delivery and effectiveness of this 
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan 
Documents, nor constitute a waiver of any provisions of any of the Loan 
Documents.  Except as expressly amended herein, all of the provisions and 
covenants of the Credit Agreement and the other Loan Documents are and shall 
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.

     7.   Counterparts.  This Amendment may be executed by one or more of the 
parties hereto in any number of separate counterparts (which may include 
counterparts delivered by facsimile transmission) and all of said counterparts 
taken together shall be deemed to constitute one and the same instrument.  Any 
executed counterpart delivered by facsimile transmission shall be effective as 
for all purposes hereof.

     8.   Governing Law.  This Amendment and the rights and obligations of the 
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.

                  [Remainder of Page Intentionally Left Blank]

                                EX-10.21 PAGE 2

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed and delivered by their respective proper and duly authorized 
officers as of the day and year first above written.

WESTWOOD ONE, INC.


By:                              
Title:

Address for Notices:
Westwood One, Inc.
40 W. 57th Street, 14th Floor
New York, New York 10019
Attention:  Farid Suleman
Telecopier:  (212) 314-9336
Telephone:  (212) 314-9215

THE CHASE MANHATTAN BANK,
  as Administrative Agent
  and as a Lender


By:                              
Title:

Address for Notices:
The Chase Manhattan Bank
Agent Bank Services
One Chase Manhattan Plaza
New York, New York  10081
Attention:  Gloria Javier
Telecopier:  (212) 552-5700
Telephone:  (212) 552-7440

with a copy to:

The Chase Manhattan Bank
270 Park Avenue
New York, New York  10017
Attention:  William Rottino
Telecopier:  (212) 270-1204
Telephone:  (212) 270-1724

BANK OF AMERICA ILLINOIS,
  as a Co-Agent and as a Lender


By:                              
Title:

Address for Notices:
Bank of America New York
335 Madison Avenue, 5th Floor
New York, New York  10017
Attention:  Neil Sharma
Telecopier:  (212) 503-7173
Telephone:  (212) 503-7253

BANKBOSTON, N.A.
  as a Co-Agent and as a Lender


By:                              
Title:

Address for Notices:
The First National Bank of Boston
100 Federal Street
MS: 01-08-08
Boston, Massachusetts 02110
Attention:  Dan Gilbert
Telecopier:  (617) 434-3401
Telephone:  (617) 434-2177

                                EX-10.21 PAGE 3

<PAGE>

BANK OF MONTREAL,
  as a Co-Agent and as a Lender


By:                              
Title:

Address for Notices:
Bank of Montreal
430 Park Avenue
New York, New York  10022
Attention:  Ola Anderssen
Telecopier:  (212) 605-1648
Telephone:  (212) 605-1453

KEY CORPORATE CAPITAL INC.
 

By:                              
Title:

Address for Notices:
Key Corporate Capital Inc.
66 South Pearl Street, 6th Floor
Mail Code: NY31660631
Albany, NY  12207
Attention:  Timothy Willard
Telecopier:  (518) 488-5199
Telephone:  (518) 487-4044

THE BANK OF NEW YORK


By:                              
Title:

Address for Notices:
The Bank of New York
One Wall Street, 16th Floor
New York, New York  10286
Attention:  Vince Pacilio
Telecopier:  (212) 635-8595
Telephone:  (212) 635-8692

THE LONG-TERM CREDIT BANK OF JAPAN, LTD.


By:                              
Title:

Address for Notices:
The Long-Term Credit Bank of Japan, Ltd.,
Los Angeles Agency
350 South Grand Avenue, Suite 3000
Los Angeles, California 90071
Attention:  Hiro Negi
Telecopier:  (213) 689-6294
Telephone:  (213) 689-6344


                                 EX-10.21 PAGE 4