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, 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: (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, 2002,  105,398,318 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 at September 30, 2002
          (Unaudited) and December 31, 2001                                3

         Consolidated Statements of Operations (Unaudited) for
          the three and nine months ended September 30, 2002 and 2001      4

         Consolidated Statements of Cash Flows (Unaudited) for the
          nine months ended September 30, 2002 and 2001                    5

         Notes to Consolidated Financial Statements (Unaudited)            6

         Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations                                                        9






PART II. OTHER INFORMATION                                                13

         SIGNATURES                                                       15

         CERTIFICATIONS                                                   16

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

<TABLE>
<CAPTION>
<S>                                                                    <C>                  <C>
                                                                       September 30,        December 31,
                                                                           2002                 2001
                                                                           ----                 ----
                                                                        (Unaudited)
                                           ASSETS
                                           ------
CURRENT ASSETS:
  Cash and cash equivalents                                               $  8,832            $   4,509
  Accounts receivable, net of allowance for doubtful accounts
     of $11,629 (2002) and $9,282 (2001)                                   122,460              123,733
  Other current assets                                                       8,901               10,240
                                                                          --------            ---------
         Total Current Assets                                              140,193              138,482
PROPERTY AND EQUIPMENT, NET                                                 54,597               56,778
GOODWILL                                                                   991,043              978,011
INTANGIBLE ASSETS, NET                                                      10,246               25,326
OTHER ASSETS                                                                 8,419                9,375
                                                                          --------            ---------
            TOTAL ASSETS                                                $1,204,498           $1,207,972
                                                                        ==========           ==========

                            LIABILITIES AND SHAREHOLDERS' EQUITY
                            ------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                                      $   27,426           $   33,729
  Current maturity of long-term debt                                        10,000                7,500
  Other accrued expenses and liabilities                                    69,591               64,286
                                                                        ----------           ----------
         Total Current Liabilities                                         107,017              105,515
LONG-TERM DEBT                                                             188,000              152,000
DEFERRED INCOME TAXES                                                       24,151               21,123
OTHER LIABILITIES                                                           11,993               13,963
                                                                        ----------           ----------
         TOTAL LIABILITIES                                                 331,161              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, 109,286 (2002) and 106,862 (2001)                1,093                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                                               820,177              804,429
  Accumulated earnings                                                     184,485              109,866
                                                                        ----------           ----------
                                                                         1,005,762              915,371
  Less treasury stock, at cost; 3,887 (2002) shares                       (132,425)                -
                                                                        ----------           ----------
         TOTAL SHAREHOLDERS' EQUITY                                        873,337              915,371
                                                                        ----------           ----------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $1,204,498           $1,207,972
                                                                        ==========           ==========

</TABLE>



          See accompanying notes to consolidated financial statements.
                                        3
<page>

                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              (Unaudited; In thousands, except per share amounts)
<TABLE>
<CAPTION>
<S>                                                      <C>            <C>             <C>             <C>

                                                          Three Months Ended              Nine Months Ended
                                                             September 30,                  September 30,
                                                             -------------                  -------------
                                                          2002           2001           2002            2001
                                                          ----           ----           ----            ----

GROSS REVENUES                                           $155,738       $144,215        $466,704        $439,990
  Less Agency Commissions                                  21,909         20,232          65,767          60,754
                                                         --------       --------        --------        --------
NET REVENUES                                              133,829        123,983         400,937         379,236
                                                         --------       --------        --------        --------

Operating Costs and Expenses Excluding
  Depreciation and Amortization                            85,268         82,183         263,815         259,339
Depreciation and Amortization                               2,879         17,015           8,580          51,131
Corporate General and Administrative Expenses               2,202          1,674           6,003           5,338
                                                         --------       --------        --------        --------
                                                           90,349        100,872         278,398         315,808
                                                         --------       --------        --------        --------
OPERATING INCOME                                           43,480         23,111         122,539          63,428
Interest Expense                                            1,682          2,075           5,117           7,010
Other Income                                                  (27)           (75)           (103)          1,005
                                                         --------       --------        --------        --------
INCOME BEFORE INCOME TAXES                                 41,825         21,111         117,525          55,413
INCOME TAXES                                               15,123         10,930          42,906          28,500
                                                         --------       --------        --------        --------

NET INCOME                                                $26,702        $10,181         $74,619         $26,913
                                                          =======        =======         =======         =======
NET EARNINGS PER SHARE:
   BASIC                                                    $0.25          $0.10           $0.70           $0.25
                                                          =======        =======         =======         =======
   DILUTED                                                  $0.25          $0.09           $0.68           $0.24
                                                          =======        =======         =======         =======
WEIGHTED AVERAGE SHARES OUTSTANDING:
   BASIC                                                  105,962        106,852         106,447         107,698
                                                          =======        =======         =======         =======

   DILUTED                                                108,815        111,165         109,638         112,219
                                                          =======        =======         =======         =======

</TABLE>

          See accompanying notes to consolidated financial statements
                                       4

<page>
                               WESTWOOD ONE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited; In thousands)

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

                                                                       Nine Months Ended
                                                                          September 30,
                                                                          -------------
                                                                       2002           2001
                                                                       ----           ----
CASH FLOW FROM OPERATING ACTIVITIES:
 Net income                                                          $74,619         $26,913
 Adjustments to reconcile net income to net cash provided by
  operating activities:
   Depreciation and amortization                                       8,580          51,131
   Deferred taxes and other                                            3,446           2,885
                                                                     -------         -------
                                                                      86,645          80,929
   Changes in assets and liabilities:
    Decrease in accounts receivable                                    1,273          23,174
    Decrease in other assets                                           1,339           2,034
    Increase in accounts payable and accrued liabilities              36,344          18,442
                                                                     -------         -------
          Net Cash Provided By Operating Activities                  125,601         124,579
                                                                     -------         -------
CASH FLOW FROM INVESTING ACTIVITIES:
 Capital expenditures                                                 (3,298)         (5,934)
 Acquisition of companies and other                                     (762)         (6,211)
                                                                     --------        -------
          Net Cash Used For Investing Activities                      (4,060)        (12,145)
                                                                     --------        --------
          CASH PROVIDED BEFORE FINANCING ACTIVITIES                   121,541         112,434
                                                                     --------        --------
CASH FLOW FROM FINANCING ACTIVITIES:
 Issuance of common stock                                              28,024          18,471
 Borrowings under bank and other long-term obligations                 38,500             -
 Debt repayments and payments of capital lease obligations               (247)        (21,366)
 Repurchase of common stock and warrants                             (183,495)       (107,639)
                                                                     --------        --------
          NET CASH (USED IN) FINANCING ACTIVITIES                    (117,218)       (110,534)
                                                                     --------        --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    4,323           1,900

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                        4,509           6,757
                                                                     --------        --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $8,832          $8,657
                                                                     ========        ========

</TABLE>

          See accompanying notes to consolidated financial statements.
                                        5

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


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

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared pursuant to the rules of the Securities and Exchange Commission.  These
financial  statements  should  be read in  conjunction  with the  more  detailed
financial  statements in the  Company's  Annual Report on Form 10-K for the year
ended December 31, 2001.

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements  reflect  all  adjustments  necessary  for a  fair  statement  of the
financial  position and results of operations  and cash flows of the Company for
the  periods   presented.   Certain   previously   reported  amounts  have  been
reclassified to conform with the current presentation.

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 method.  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.

     Intangible  assets subject to  amortization  primarily  consists 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 September 30, 2002,  the  Company's  amortizable
intangible assets gross value was  approximately  $29.3 million with accumulated
amortization of approximately  $19.1 million.  The Company's estimated aggregate
amortization  expense for fiscal year 2002,  2003,  2004, 2005 and 2006 are $1.8
million, $1.5 million, $1.5 million, $1.5 million and $.9 million, respectively.

     The following  table provides a  reconciliation  of reported net income for
the three and nine month  periods  ended  September  30, 2001 to net income that
would have been reported had SFAS No. 142 been applied as of January 1, 2001:


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


                                                        Three months ended       Nine Months ended
                                                           Sept. 30, 2001          Sept. 30, 2001
                                                           --------------          --------------
  Reported net income                                         $10,181                 $26,913
  Add back goodwill amortization, net of tax                   10,935                  31,406
  Adjusted net income                                         $21,116                 $58,319

  Net earnings per share:
    Basic -
      As reported                                               $0.10                   $0.25
      Goodwill amortization                                      0.10                    0.29
      As adjusted                                               $0.20                   $0.54

    Diluted:
      As reported                                               $0.09                   $0.24
      Goodwill amortization                                      0.10                    0.28
      As adjusted                                               $0.19                   $0.52

</TABLE>


NOTE 3 - Net Earnings Per Share:
--------------------------------

     Net earnings 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,
                        ------------------             -----------------
                       2002            2001            2002           2001
                       ----            ----            ----           ----
          Options      2,853           3,230           2,981         3,176
          Warrants       -             1,083             210         1,345

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

     At  September  30, 2002 the Company had  outstanding  borrowings  of $198.0
million under its bank  revolving  credit  facility and available  borrowings of
$78.0 million.

<page>
NOTE 5 - Related Party Transactions:
------------------------------------

     The Company is managed by Infinity Broadcasting Corporation ("Infinity"), a
wholly-owned  subsidiary  of Viacom  Inc.  ("Viacom"),  pursuant  to an  amended
Management Agreement which expires on March 31, 2009.

     The Company amended its Representation,  Registration  Rights,  License and
Programming Agreements with Infinity on April 15, 2002 to principally extend the
expiration dates of those agreements to March 31, 2009 from March 31, 2004.

     The  amendment  to  the  Management   Agreement,   which  was  approved  by
shareholders on May 29, 2002,  provides for the issuance of warrants to purchase
up to 4.5 million shares of the Company's  Common Stock at exercise prices based
on a formula tied to the  Company's  future  stock price.

     For a more  detailed  description  of the  amendments  made to the Infinity
Management  Agreement  and  Representation,  Registration  Rights,  License  and
Programming  Agreements  with  Infinity,  refer to the Company's  April 29, 2002
proxy statement.

     In 2002, the Company repurchased warrants  representing 2 million shares of
Common Stock for $51.1 million.

NOTE 6 - Share Repurchase Program:
----------------------------------

     For the nine  months  ended  September  30,  2002,  the  Company  purchased
approximately  5.9 million shares of Common Stock and warrants for approximately
$183.5 million under its stock  repurchase  program,  of which $47.2 million was
spent in the third quarter for approximately 1.4 million shares of Common Stock.
On September 25, 2002, the Company's  Board of Directors  approved an additional
authorization to buy back up to $250 million of the Company's Common Stock.

NOTE 7 - Subsequent Event:
--------------------------

     The  Company  intends to raise  $200  million  in a private  offering  of a
combination of 7 and 10 year senior unsecured notes by the beginning of December
2002.  Proceeds  from the  planned  offering  will be used to repay  outstanding
borrowings  under its current bank facility.  The notes have not been registered
under the  Securities  Act of 1933 and may not be  offered or sold in the United
States  absent  registration  or  an  applicable   exemption  from  registration
requirements.

<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 SEPTEMBER 30, 2002 COMPARED
WITH THREE MONTHS ENDED SEPTEMBER 30, 2001
------------------------------------------

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net revenue  increased  $9,846,  or 7.9%, to
$133,829 in the third quarter of 2002 from $123,983 in the comparable prior year
quarter.  The  increase  in net  revenue was  primarily  attributable  to higher
advertising  rates and  better  inventory  management  at both our  network  and
traffic divisions, higher revenue associated with the Company's broadcast of the
NFL as well as a result of creating new programming. 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
increased  $3,085 or 3.8%,  to $85,268 in the third quarter of 2002 from $82,183
in the  third  quarter  of  2001.  The  increase  was due  principally  to costs
associated with new programming and higher sports rights fees.

     Depreciation  and  amortization  expense  decreased  $14,136,  or 83.1%, to
$2,879  in the third  quarter  of 2002 as  compared  with  $17,015  in the third
quarter of 2001.  The  decrease is  principally  attributable  to the  Company's
adoption of SFAS 142,  which  prohibits the Company from  continuing to amortize
goodwill.

     Corporate general and administrative  expenses increased $528, or 31.5%, to
$2,202 in the third quarter of 2001 from $1,674 in the comparable  2001 quarter.
The  increase  is  principally   attributable  to  higher  management  incentive
compensation.

     Operating  income  increased  $20,369,  or 88.1%,  to  $43,480 in the third
quarter of 2002 from  $23,111 in the third  quarter  of 2001,  primarily  due to
higher  net  revenue  as well as lower  depreciation  and  amortization  expense
resulting  from 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,
the Company's operating income increased approximately 25.5%.

     Interest  expense  decreased  18.9% to $1,682 in the third  quarter of 2002
from  $2,075  in  the  third  quarter  of  2001.  The  decrease  is  principally
attributable to lower interest rates, partially offset by higher debt levels.

<page>

     Income taxes increased  $4,193 or 38.4%, to $15,123 in the third quarter of
2002 from $10,930 in the third quarter of 2001. The Company's  effective  income
tax rate in the first nine months of 2002 is approximately 36.5% compared with a
51.4%  effective  tax rate in the first nine months 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  31.2% and the Company's  effective  income tax
rate  would  have been  approximately  35.3% in the first  nine  months of 2001.
Principally,  all of the 2002  income tax expense is non-cash as a result of tax
deductions related to stock option exercises and warrant purchases.

     Net income  increased  $16,521,  or 162.3%,  to $26,702 ($.25 per basic and
diluted  share) in the third  quarter of 2002 from $10,181 ($.10 per basic share
and $.09 per diluted  share) in the third quarter of 2001. 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 28.0%, net income
per basic share would have increased by  approximately  26.5% and net income per
diluted share would have increased by approximately 29.2%.

     Weighted  average  shares  outstanding  for the third  quarter of 2002 were
105,962 basic shares and 108,815  diluted  shares as compared with 106,852 basic
shares and 111,165  diluted  shares in the third  quarter of 2001, a decrease of
..8% for basic  shares and 2.1% for diluted  shares.  The  decrease is  primarily
attributable to the Company's stock repurchase program.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED
WITH NINE MONTHS ENDED SEPTEMBER 30, 2001
-----------------------------------------

     Net revenue for the first nine  months of 2002  increased  5.7% to $400,937
from $379,236 in the first nine months of 2001.  The increase in net revenue was
attributable to higher advertising rates and better inventory management at both
our network and traffic  divisions,  the exclusive radio broadcast of the Winter
Olympics from Salt Lake City and as a result of new  programming,  including The
Radio Factor with Bill O'Reilly.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
increased 1.7% to $263,815 in the first nine months of 2002 from $259,339 in the
comparable 2001 period.  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, higher bad debt expense, new program costs and
higher  sports  rights  fees,   partially  offset  by  reductions  in  affiliate
compensation and personnel costs.

     Depreciation  and  amortization  expense  decreased  83.2% to $8,580 in the
first nine months of 2002 as compared  with  $51,131 in the first nine months of
2001. The decrease is principally attributable to the Company's adoption of SFAS
142, which prohibits the Company from continuing to amortize goodwill.

     Corporate general and administrative  expenses increased 12.5% to $6,003 in
the first nine months of 2002 from $5,338 in the  comparable  2001  period.  The
increase   is   principally   attributable   to  higher   management   incentive
compensation.

<page>

     Operating income increased $59,111, or 93.2%, to $122,539 in the first nine
months of 2002 from  $63,428 in the  comparable  2001  period  primarily  due to
higher net revenue and lower  depreciation  and amortization  expense  resulting
from the  adoption of SFAS 142. On a pro forma  basis,  assuming the Company had
adopted the provisions of SFAS 142 on January 1, 2001,  the Company's  operating
income increased approximately 24.8%.

     Interest expense decreased 27.0% to $5,117 in the first nine months of 2002
from  $7,010  in  the  comparable  2001  period.  The  decrease  is  principally
attributable to lower interest rates.

     Other income in the first nine months of 2002 was $103  compared with other
expense of $1,005 in the comparable 2001 period, an increase of $1,108. The 2001
expense is principally  attributable to a 2001 non-cash charge to write-down the
carrying value of the Company's  investments in internet companies,  principally
Sportsline USA, to its estimated market value.

     Net income  increased  177.3% to $74,619 ($.70 per basic share and $.68 per
diluted  share) in the first nine  months of 2002 from  $26,913  ($.25 per basic
share and $.24 per diluted share) in the comparable 2001 period.  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  approximately  28.0%,  net
income per basic  share  would have  increased  by  approximately  29.5% and net
income per diluted share would have increased by approximately 31.0%.

     Weighted average shares  outstanding for the first nine months of 2002 were
106,447 basic shares and 109,638  diluted  shares as compared with 107,698 basic
shares and 112,219 diluted shares in the first mine months of 2001. The decrease
in shares was primarily attributable to the Company's stock repurchase program.

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

     At September 30, 2002, the Company's cash and cash equivalents were $8,832,
an increase of $4,323 from December 31, 2001.

     For the  nine  months  ended  September  30,  2002,  net cash  provided  by
operating  activities was $125,601 as compared with $124,579 for the nine months
ended  September 30, 2001, an increase of $1,022.  The cash flow from operations
was principally used to fund the Company's stock buy-back program.

     At September 30, 2002,  the Company had available  borrowings of $78,000 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  is  required  to repay its term loan by $3,750  per
quarter in 2002. The Company has paid all term loan installments  which were due
in 2002.  The  Company  intends to raise  $200,000  in a private  offering  of a
combination of 7 and 10 year senior unsecured notes by the beginning of December
2002.  Proceeds  from the  planned  offering  will be used to repay  outstanding
borrowings  under its current bank facility.  The notes have not been registered
under the  Securities  Act of 1933 and may not be  offered or sold in the United
States  absent  registration  or  an  applicable   exemption  from  registration
requirements.

     The Company has used its available  cash and bank  borrowings to repurchase
its Common Stock and  warrants.  In the nine month period  ended  September  30,
2002,  the Company  repurchased  approximately  5,887 shares of Common Stock and

<page>

warrants  at a cost of  approximately  $183,494.  In October  2002,  the Company
repurchased an additional 539 shares of Common Stock at a cost of  approximately
$19,217.

CONTROLS AND PROCEDURES
-----------------------

     The Company's  chief  executive  officer and chief  financial  officer have
evaluated the effectiveness of the Company's  disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934)
as of a date  within 90 days prior to the filing date of this  quarterly  report
and concluded that, as of the date of their evaluation, the Company's disclosure
controls and  procedures  were  effective  and designed to ensure that  material
information relating to the Company, including its consolidated subsidiaries, is
made known to them by others  within  those  entities,  particularly  during the
period in which this quarterly report is being prepared.

     There have been no significant  changes in the Company's  internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.

<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 Incorporation, as filed on October 25, 2002.
     3.4  Bylaws of Registrant as currently in effect. (8)
     *10.1Employment  Agreement,  dated April 29, 1998,  between  Registrant and
          Norman J. Pattiz. (10)
     10.2 Form of Indemnification Agreement between Registrant and its Directors
          and Executive Officers. (2)
     10.3 Amended and  Restated  Credit  Agreement,  dated  September  30, 1996,
          between Registrant and The Chase Manhattan Bank and Co-Agents. (8)
     10.4 Second Amended and Restated Credit  Agreement dated November 17, 2000,
          between Registrant and The Chase Manhattan Bank and Co-Agents. (14)
     10.5 Amendment  One to the Amended and  Restated  Credit  Agreement,  dated
          October 24, 2002.
     10.6 Purchase  Agreement,  dated as of August 24, 1987,  between Registrant
          and National Broadcasting Company, Inc. (3)
     10.7 Agreement  and Plan of Merger  among  Registrant,  Copter  Acquisition
          Corp. and Metro Networks, Inc. dated as of June 1, 1999 (11)
     *10.8Amendment 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. (12)
     10.9 Management Agreement, dated as of March 30, 1999, and amended on April
          15, 2002 between  Registrant  and Infinity  Broadcasting  Corporation.
          (11) (15)
     10.10Representation  Agreement,   dated  as  of  March  31,  1997,  between
          Registrant  and CBS,  Inc.  (9) (15) 10.11  Westwood  One Amended 1999
          Stock Incentive Plan. (11)
     10.12 Westwood One, Inc. 1989 Stock Incentive Plan. (4)
     10.13Amendments  to the Westwood  One,  Inc.  Amended 1989 Stock  Incentive
          Plan. (5) (7)
     10.14Leases,  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. (13)
     10.15Lease, dated December 18, 1991,  between Valencia Paragon  Associates,
          Ltd., and Unistar  Communications  Group,  Inc.  relating to Valencia,
          California offices. (6)
<page>
(b)  Reports on Form 8-K

     There  were no  reports  on Form  8-K  filed  for the  three  months  ended
September 30, 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 part of  Registrant's  September  25,  1986  proxy  statement  and
     incorporated herein by reference.
(3)  Filed an exhibit to Registrant's current report on Form 8-K dated September
     4, 1987 and incorporated herein by reference.
(4)  Filed  as  part  of  Registrant's   March  27,  1992  proxy  statement  and
     incorporated  herein by reference.
(5)  Filed as an exhibit to  Registrant's  July 20,  1994  proxy  statement  and
     incorporated herein by reference.
(6)  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.
(7)  Filed as an exhibit  to  Registrant's  May 17,  1996  proxy  statement  and
     incorporated herein by reference.
(8)  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.
(9)  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.
(10) 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.
(11) Filed as an exhibit to  Registrant's  August 24, 1999 proxy  statement  and
     incorporated herein by reference.
(12) Filed as an  exhibit  to  Registrant's  current  report  on Form 8-K  dated
     October 1, 1999 and incorporated herein by reference.
(13) 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.
(14) 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.
(15) Filed as an exhibit to  Registrant's  April 29,  2002 proxy  statement  and
     incorporated herein by reference.


<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/JOEL HOLLANDER
                                           -----------------
                                           Joel Hollander
                                           Chief Executive Officer


                                        By:/s/ JACQUES TORTOROLI
                                           ---------------------
                                           Jacques Tortoroli
                                           Chief Financial Officer

                                        Dated:  November 14, 2002

<page>
                           CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     I, Joel Hollander,  Chief Executive Officer of the Company, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Westwood One, Inc.

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

<page>

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.







/s/ JOEL HOLLANDER
------------------
Joel Hollander
Chief Executive Officer
November 14, 2002

<page>
                           CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     I, Jacques Tortoroli, Chief Financial Officer of the Company, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Westwood One, Inc.

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


<page>
     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




/s/ JACQUES TORTOROLI
---------------------
Jacques Tortoroli
Chief Financial Officer
November 14, 2002