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, 2002                  Commission File Number  0-13020


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



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



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


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




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

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

As of July 31,  2002,  106,106,010  shares of  Common  Stock  were  outstanding,
excluding treasury shares, and 703,466 shares of Class B Stock were outstanding.

<page>
                               WESTWOOD ONE, INC.
                               ------------------
                                      INDEX
                                      -----



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

         Consolidated Balance Sheets                             3

         Consolidated Statements of Operations                   4

         Consolidated Statements of Cash Flows                   5

         Notes to Consolidated Financial Statements              6

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





PART II. OTHER INFORMATION                                      12

         SIGNATURES                                             15

                                       2

<page>
                               WESTWOOD ONE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                                             <C>              <C>

                                                                                  June 30         December 31,
                                                                                    2002              2001
                                            ASSETS                                  ----              ----
                                            ------
CURRENT ASSETS:
  Cash and cash equivalents                                                     $   12,051         $   4,509
  Accounts receivable, net of allowance for doubtful accounts
     of $10,320 (2002) and $9,282 (2001)                                           132,823           123,733
  Other current assets                                                               5,185            10,240
                                                                                ----------         ---------
                  Total Current Assets                                             150,059           138,482
PROPERTY AND EQUIPMENT, NET                                                         55,804            56,778
GOODWILL                                                                           991,043           978,011
INTANGIBLE ASSETS, NET                                                              10,845            25,326
OTHER ASSETS                                                                         8,964             9,375
                                                                                ----------        ----------
                    TOTAL ASSETS                                                $1,216,715        $1,207,972
                                                                                ==========        ==========

                              LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                              $   31,424           $33,729
  Current maturity of long-term debt                                                10,000             7,500
  Other accrued expenses and liabilities                                            67,767            64,286
                                                                                ----------        ----------
                  Total Current Liabilities                                        109,191           105,515
LONG-TERM DEBT                                                                     182,000           152,000
DEFERRED INCOME TAXES                                                               22,941            21,123
OTHER LIABILITIES                                                                   12,797            13,963
                                                                                ----------        ----------
                  TOTAL LIABILITIES                                                326,929           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, 109,061 (2002) and 106,862 (2001)                        1,091             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                                                       816,167           804,429
  Accumulated earnings                                                             157,783           109,866
                                                                                ----------        ----------
                                                                                   975,048           915,371
  Less treasury stock, at cost; 2,447 (2002) shares                                (85,262)             -
                                                                                ----------        ----------
                  TOTAL SHAREHOLDERS' EQUITY                                       889,786           915,371
                                                                                ----------        ----------
                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $1,216,715        $1,207,972
                                                                                ==========        ==========

</TABLE>



          See accompanying notes to consolidated financial statements.
                                        3

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



<TABLE>
<CAPTION>
<S>                                                                 <C>           <C>           <C>           <C>
                                                                      Three Months Ended          Six Months Ended
                                                                            June 30,                   June 30,
                                                                            --------                   --------

                                                                      2002          2001          2002          2001
                                                                      ----          ----          ----          ----
     GROSS REVENUES                                                 $164,299      $155,298      $310,966      $295,775
       Less Agency Commissions                                        23,487        21,614        43,858        40,522
                                                                    --------      --------      --------      --------
     NET REVENUES                                                    140,812       133,684       267,108       255,253
                                                                    --------      --------      --------      --------
     Operating Costs and Expenses Excluding
       Depreciation and Amortization                                  86,146        86,715       178,547       177,156
     Depreciation and Amortization                                     2,866        17,109         5,701        34,116
     Corporate General and Administrative Expenses                     2,064         1,853         3,801         3,664
                                                                    --------      --------      --------      --------
                                                                      91,076       105,677       188,049       214,936
                                                                    --------      --------      --------      --------
     OPERATING INCOME                                                 49,736        28,007        79,059        40,317
     Interest Expense                                                  1,677         2,089         3,435         4,935
     Other Expense (Income)                                              (41)        1,183           (76)        1,080
                                                                    --------      --------      --------      --------
     INCOME BEFORE INCOME TAXES                                       48,100        24,735        75,700        34,302
     INCOME TAXES                                                     17,626        12,603        27,783        17,570
                                                                    --------      --------      --------      --------

     NET INCOME                                                      $30,474       $12,132       $47,917       $16,732
                                                                    ========      ========      ========      ========

     NET INCOME PER SHARE:
        BASIC                                                          $ .29         $ .11         $ .45         $ .15
                                                                    ========      ========      ========      ========
        DILUTED                                                        $ .28         $ .11         $ .43         $ .15
                                                                    ========      ========      ========      ========

     WEIGHTED AVERAGE SHARES OUTSTANDING:
        BASIC                                                        106,751       108,377       106,690       108,121
                                                                    ========      ========      ========      ========
        DILUTED                                                      110,092       113,544       110,177       112,739
                                                                    ========      ========      ========      ========

</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>

                                                                                     Six Months Ended
                                                                                          June 30,
                                                                                          --------
                                                                                    2002           2001
                                                                                    ----           ----
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                      $47,917         $16,732
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                               5,701          34,116
        Other                                                                       2,344           2,745
                                                                                ---------         -------
                                                                                   55,962          53,593
        Changes in assets and liabilities:
           (Increase) Decrease in accounts receivable                              (3,751)         20,577
           (Increase) Decrease  in other assets                                     5,055             (14)
           Increase in accounts payable and accrued liabilities                    32,535           2,659
                                                                                ---------         -------
                  Net Cash Provided By Operating Activities                        89,801          76,815
                                                                                ---------         -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures                                                             (2,660)         (4,044)
  Acquisition of companies and other                                                 (740)            103
                                                                                ---------         -------
                  Net Cash Used For Investing Activities                           (3,400)         (3,941)
                                                                                ---------         -------
                  CASH PROVIDED BEFORE FINANCING ACTIVITIES                        86,401          72,874
                                                                                ---------         -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                         25,080          17,408
  Borrowings under bank and other long-term obligations                            32,500             -
  Debt repayments and payments of capital lease obligations                          (107)        (49,761)
  Repurchase of common stock and warrants                                        (136,332)        (44,871)
                                                                                ---------         -------
                  NET CASH (USED IN) FINANCING ACTIVITIES                         (78,859)        (77,224)
                                                                                ---------         -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                7,542          (4,350)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                    4,509           6,757
                                                                                ---------         -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $12,051          $2,407
                                                                                =========         =======
</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,  2002,  the
consolidated  statements of operations for the three and six month periods ended
June 30, 2002 and 2001 and the consolidated statements of cash flows for the six
months  ended  June  30,  2002 and 2001 are  unaudited,  but in the  opinion  of
management  include all  adjustments  necessary for a fair  presentation  of the
financial  position  and the results of  operations  for the periods  presented.
These  financial  statements  should be read in  conjunction  with the Company's
Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

NOTE 2 - Accounting Change - Goodwill and Other Intangible Assets
-----------------------------------------------------------------

     In July 2001,  the Financial  Accounting  Standard  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 141,  "Business  Combinations"
("SFAS 141") and No. 142 "Goodwill  and Other  Intangible  Assets  ("SFAS 142")
(collectively,  the  "Statements").  SFAS 141  supercedes  APB  Opinion  No. 16,
"Business  Combinations" and requires all business  combinations to be accounted
for under the purchase 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 June 30, 2002, the Company's amortizable intangible
assets gross value was $29,337 with  accumulated  amortization  of $18,492.  The
Company's estimated aggregate  amortization  expense for fiscal year 2002, 2003,
2004, 2005 and 2006 are $1,800, $1,450, $1,450, $1,450 and $900, respectively.

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


                                       6
<page>
<TABLE>
<CAPTION>
<S>                                                  <C>                   <C>
                                                      Three months ended    Six months ended
                                                         June 30, 2001        June 30, 2001
                                                      ------------------    ----------------
         Reported net income                                 $12,132             $16,732
         Add back goodwill amortization, net of tax           11,736              20,471
                                                             -------             -------
         Adjusted net income                                 $23,868             $37,203
                                                             =======             =======
         Earnings per share:
           Basic -
              As reported                                      $0.11               $0.15
              Goodwill amortization                             0.11                0.19
                                                               -----               -----
              As adjusted                                      $0.22               $0.34
                                                               =====               =====
         Diluted:
              As reported                                      $0.11               $0.15
              Goodwill amortization                             0.10                0.18
                                                               -----               -----
              As adjusted                                      $0.21               $0.33
                                                               =====               =====
</TABLE>

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

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

NOTE 4 - Earnings Per Share:
----------------------------

     Net income per share is computed  in  accordance  with SFAS No. 128.  Basic
earnings per share  excludes all dilution and is  calculated  using the weighted
average number of shares  outstanding in the period.  Diluted earnings per share
reflects the potential  dilution  that would occur if all financial  instruments
which may be  exchanged  for equity  securities  were  exercised or converted to
Common Stock.

     The  Company  has issued  options  and  warrants  which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The  following  numbers of shares  related to options and warrants were added to
the basic weighted average shares  outstanding to arrive at the diluted weighted
average shares outstanding for each period:

               Three Months Ended                      Six Months Ended
                    June 30,                                June 30,
               ------------------                      ----------------

               2002           2001                     2002        2001
               ----           ----                     ----        ----
Warrants        220          1,429                      286       1,363
Options       3,121          3,738                    3,201       3,255

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

     At June 30, 2002 the Company had  outstanding  borrowings of $192,000 under
its bank  revolving  credit  facility and available  borrowings of $95,000.  The
Company is in compliance with all its debt covenants.

                                       7

<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 4,500 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  2,000 shares of
Company Stock for $51,070.


                                       8

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

     Westwood  One derives  substantially  all of its  revenue  from the sale of
advertising  time to  advertisers.  Net revenue  increased  $7,128,  or 5.3%, to
$140,812 in the second  quarter of 2002 from  $133,684 in the  comparable  prior
year  quarter.  The  increase in net revenue was due  principally  to  increased
advertising  rates and  better  inventory  management  at both our  network  and
traffic divisions, as well as a result of creating new programming.

     Operating  costs  and  expenses  excluding  depreciation  and  amortization
decreased $569, or .7%, to $86,146 in the second quarter of 2002 from $86,715 in
the second  quarter of 2001.  The  decrease  was  principally  due to tight cost
controls,  and  reductions  in  affiliate  compensation  and  personnel  costs,
partially offset by higher bad debt expense.

     Depreciation and amortization  decreased $14,243, or 83.2% to $2,866 in the
second  quarter of 2002 as compared  with $17,109 in the second  quarter of 2001
due  principally  to the  Company's  adoption of SFAS 142,  which  prohibits the
Company from continuing to amortize goodwill.

     Corporate general and administrative  expenses increased $211, or 11.4%, to
$2,064 in the second quarter of 2002 from $1,853 in the comparable 2001 quarter.
The  increase  is  principally   attributable  to  higher   administrative   and
compensation expenses.

     Operating  income  increased  $21,729,  or 77.6%,  to $49,736 in the second
quarter of 2002 from  $28,007 in the second  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 25.6%.

     Interest  expense  decreased  19.7% to $1,677 in the second quarter of 2002
from $2,089 in 2001. The decrease is principally  attributable to lower interest
rates.

     Other  income in the  second  quarter of 2002 was $41  compared  with other
expense of $1,183 in the second quarter of 2001, an increase of $1,224. 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.


                                       9
<page>

     Income taxes increased  $5,023,  or 39.9%, to $17,626 in the second quarter
of 2002 from  $12,603 in the second  quarter of 2001.  The  Company's  effective
income tax rate in the first half of 2002 is approximately 36.7% compared with a
51.2% effective tax rate in the first half 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  41.4% and the Company's  effective  income tax rate
would have been approximately 35.3% in the first half 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  $18,342,  or 151.2%, to $30,474 ($.29 per basic share
and $.28 per diluted share) in the second quarter of 2002 from $12,132 ($.11 per
basic and diluted  share) in the second  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 27.7%, net income
per basic share would have increased by  approximately  29.6% and net income per
diluted share would have increased by approximately 31.7%.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 106,751 and 110,092, respectively, in the second
quarter of 2002 as compared  with  108,377 and 113,544 in the second  quarter of
2001. The decrease is principally attributable to the Company's stock repurchase
program.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED
WITH SIX MONTHS ENDED JUNE 30, 2001
---------------------------------------

     Net revenue  for the first half of 2002  increased  4.6% to  $267,108  from
$255,253 in the first half of 2001. The increase in net revenue was attributable
to the Company's exclusive radio broadcast of the Winter Olympics from Salt Lake
City,  higher  advertising  rates and better  inventory  management  at both our
network and traffic divisions, as well as a result of launching new programming.

     Operating costs and expenses increased .8% to $178,547 in the first half of
2002 from $177,156 in the comparable  2001 period.  The increase was principally
due to  broadcast  rights  fees  and  other  related  cost  associated  with the
Company's  exclusive  radio broadcast of the Winter Olympics and higher bad debt
expense,  partially offset by reductions in affiliate compensation and personnel
costs.

     Depreciation and  amortization  decreased 83.3% to $5,701 in the first half
of 2002 as  compared  with  $34,116 in the first half of 2001.  The  decrease is
principally  attributable to the Company's adoption of SFAS 142, which prohibits
the Company from continuing to amortize goodwill.

     Operating income increased $38,742,  or 96.1%, to $79,059 in the first half
of 2002 from $40,317 in the comparable  2001 period  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 24.5%.


                                       10
<page>

     Interest  expense  decreased 30.4% to $3,435 in the first half of 2002 from
$4,935 in the comparable  2001 period.  The decrease  results  principally  from
lower interest rates.

     Net income  increased  186.4% to $47,917 ($.45 per basic share and $.43 per
diluted  share)  in the  first  half of 2002  from  $16,732  ($.15 per basic and
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 28.8%, net income per basic share
would have  increased by  approximately  30.5% and net income per diluted  share
would have increased by approximately 31.8%.

     Weighted  average  shares  outstanding  used to compute  basic and  diluted
earnings per share decreased to 106,690 and 110,177,  respectively, in the first
six months of 2002 as compared with 108,121 and 112,739 in the  comparable  2001
period.  The  decrease  is  principally  attributable  to  the  Company's  stock
repurchase program.

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

     At June 30, 2002, the Company's cash and cash equivalents were $12,051,  an
increase of $7,542 from December 31, 2001.

     For the six months  ended June 30,  2002,  net cash  provided by  operating
activities  was $89,801 as compared  with  $76,815 for the six months ended June
30,  2001,  an increase of $12,986.  Included in net cash  provided by operating
activities is the income tax benefit  attributable to stock option exercises and
warrant  purchases  ($37,750  in 2002  and  $15,400  in 2001)  that was  charged
directly to shareholders'  equity.  The cash flow from operations  combined with
bank borrowings was used to fund the Company's stock buy-back program.

     At June 30, 2002,  the Company had  available  borrowings of $95,000 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 extinguished all term loan installments  which were due
in 2002. In 2003,  the quarterly  term loan  repayments  increase to $5,000 per
quarter.

     The Company has used its  available  cash to either  repurchase  its Common
Stock and warrants  and/or repay its debt. In the first six months of 2002,  the
Company  repurchased  4,447  common  shares and  warrants at a cost of $136,332.
Subsequent  to the quarter  through July 31, 2002,  the Company  repurchased  an
additional 530 shares of Common Stock at a cost of approximately $16,715.

                                       11

<page>


                            PART II OTHER INFORMATION
                            -------------------------
Items 1 through 3
-----------------

     These items are not applicable.

Items 4 - Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------

(a)  The Annual Meeting of Shareholders of the Company was held on May 29, 2002.

(b)  The  Matters  voted upon and the  related  voting  results  were as follows
     (holders of Common  Stock and Class B Stock  voted  together on all matters
     except for the election of Class III Directors, for which holders of Common
     Stock voted alone for the election of Mr. Greenberg):

     1)   Election of Class III Directors:

                                           FOR                  WITHHELD
                                           ---                  --------
          Gerald Greenberg             100,926,099               267,454
          Joel Hollander               135,654,129               712,124
          Steven Lerman                135,358,726             1,007,527


2)   Ratification  of  the  selection  of  PricewaterhouseCoopers   LLP  as  the
     independent accountants of the Company for fiscal 2001.

                  FOR                  134,630,804
                  AGAINST                1,730,038
                  ABSTAIN                    5,411

3)   Authorization  of the Letter  Agreement  between the  Company and  Infinity
     which extends the terms of, and makes other changes to, certain  agreements
     entered into between the Company and Infinity and provides for the issuance
     of warrants to Infinity:

                   FOR                 114,568,960
                   AGAINST                 131,947
                   ABSTAIN              16,024,156
                   NON-VOTE              5,641,190

4)   Approval of an amendment to the Company's certificate of incorporation:

                   FOR                 130,595,712
                   AGAINST                 101,792
                   ABSTAIN                  27,559
                   NON-VOTE              5,641,190

                                       12
<page>

Item 5
------

         Not Applicable

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

(a)

EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------

3.1  Certificate of Incorporation of Registrant. (1)
3.2  Agreement of Merger. (1)
3.3  Certificate  of  Amendment of  Certificate  of  Incorporation,  as filed on
     October 10, 1986. (2)
3.4  Certificate  of  Amendment of  Certificate  of  Incorporation,  as filed on
     October 9, 1986. (3)
3.5  Certificate of Amendment of Certificate of Incorporation, as filed on March
     23, 1987. (3)
3.6  Certificate of Correction of  Certificate  of Amendment,  as filed on March
     31, 1987 at 10:00 a.m. (3)
3.7  Certificate of Correction of  Certificate  of Amendment,  as filed on March
     31, 1987 at 10:01 a.m. (3)
3.8  Certificate of Amendment of Certificate of Incorporation,  as filed on July
     23, 2002.
3.9  Bylaws of Registrant as currently in effect. (10)
*10.1Employment  Agreement,  dated April 29, 1998, between Registrant and Norman
     J.Pattiz. (12)
10.2 Form of Indemnification  Agreement between Registrant and
     its Directors and Executive Officers. (4)
10.3 Amended and Restated Credit  Agreement,  dated September 30, 1996,  between
     Registrant and The Chase Manhattan Bank and Co-Agents. (10)
10.4 Second  Amended and  Restated  Credit  Agreement  dated  November 17, 2000,
     between Registrant and The Chase Manhattan Bank and Co-Agents. (16)
10.5 Purchase  Agreement,  dated as of August 24, 1987,  between  Registrant and
     National Broadcasting Company, Inc. (5)
10.6 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and
     Metro Networks, Inc. dated as of June 1, 1999 (13)
*10.7Amendment No. 1 to the  Agreement  and Plan Merger,  dated as of August 20,
     1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks,
     Inc. (14)
10.8 Management Agreement,  dated as of March 30, 1999, and amended on April 15,
     2002 between Registrant and Infinity Broadcasting Corporation. (13) (17)
10.9 Representation  Agreement,  dated as of March 31, 1997,  between Registrant
     and CBS, Inc. (11)(17)
10.10 Westwood One Amended 1999 Stock Incentive Plan. (13)
10.11 Westwood One, Inc. 1989 Stock Incentive Plan. (6)
10.12Amendments  to the Westwood One, Inc.  Amended 1989 Stock  Incentive  Plan.
     (7)(9)
10.13Leases,  dated August 9, 1999, between Lefrak SBN LP and Westwood One, Inc.
     and between Infinity and Westwood One, Inc.  relating to New York, New York
     offices. (15)
10.14Lease, dated December 18, 1991, between Valencia Paragon Associates,  Ltd.,
     and Unistar  Communications  Group, Inc.  relating to Valencia,  California
     offices. (8)

                                       13
<page>

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

     There were no reports on Form 8-K filed for the three months ended June 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 an  exhibit to  Registrant's  registration  statement  on Form S-1
     (Registration Number 33-9006) and incorporated herein by reference.
(3)  Filed  as an  exhibit  to  Registrant's  Form 8 dated  March  1,  1988  and
     incorporated herein by reference.
(4)  Filed as part of  Registrant's  September  25,  1986  proxy  statement  and
     incorporated herein by reference.
(5)  Filed an exhibit to Registrant's current report on Form 8-K dated September
     4, 1987 and incorporated herein by reference.
(6)  Filed  as  part  of  Registrant's   March  27,  1992  proxy  statement  and
     incorporated herein by reference.
(7)  Filed as an exhibit to  Registrant's  July 20,  1994  proxy  statement  and
     incorporated herein by reference.
(8)  Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1994 and incorporated herein by reference.
(9)  Filed as an exhibit  to  Registrant's  May 17,  1996  proxy  statement  and
     incorporated herein by reference.
(10) Filed as an exhibit to Registrant's  Quarterly  report on Form 10-Q for the
     quarter ended September 30, 1996 and incorporated herein by reference.
(11) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1997 and incorporated herein by reference.
(12) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1998 and incorporated herein by reference.
(13) Filed as an exhibit to  Registrant's  August 24, 1999 proxy  statement  and
     incorporated herein by reference.
(14) Filed as an  exhibit  to  Registrant's  current  report  on Form 8-K  dated
     October 1, 1999 and incorporated herein by reference.
(15) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1999 and incorporated herein by reference.
(16) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 2000 and incorporated herein by reference.
(17) Filed as an exhibit to  Registrant's  April 29,  2002 proxy  statement  and
     incorporated herein by reference.

                                       14
<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: August 7, 2002






















                                       15