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, 1996             Commission File Number  0-13020


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



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



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


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




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


                     Yes     X                      No
                            --                        --


As of November 1, 1996,  30,323,990 shares of Common Stock,  excluding 1,845,395
treasury  shares,  were  outstanding  and  351,733  shares of Class B Stock were
outstanding.











<PAGE>



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

                                      INDEX
                                      -----



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


                               Consolidated Balance Sheets                   3

                               Consolidated Statements of Operations         4

                               Consolidated Statements of Cash Flows         5

                               Notes to Consolidated Financial Statements    6

                               Management's Discussion and Analysis of
                               Financial Condition and Results of
                               Operations                                    7





PART II.             OTHER INFORMATION                                      10

                     SIGNATURES                                             11


















                                        2

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                    September 30,       December 31,
                                                                                                        1996                 1995 
                                                                                                        ----                 ---- 
                             ASSETS
                             ------
CURRENT ASSETS:
<S>                                                                                                  <C>                  <C>      
  Cash and cash equivalents                                                                          $   4,232            $     256
  Accounts receivable, net of allowance for doubtful accounts                                           40,244               36,591
  Other current assets                                                                                   3,380                5,038
                                                                                                     ---------            ---------
            Total Current Assets                                                                        47,856               41,885
PROPERTY AND EQUIPMENT, NET                                                                             15,764               15,632
INTANGIBLE ASSETS, NET                                                                                 201,703              184,441
OTHER ASSETS                                                                                             7,595                3,637
                                                                                                     ---------            ---------
              TOTAL ASSETS                                                                           $ 272,918            $ 245,595
                                                                                                     =========            =========
              LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                                   $  17,819            $  20,647
  Accrued expenses and other liabilities                                                                25,505               14,675
                                                                                                     ---------            ---------
            Total Current Liabilities                                                                   43,324               35,322
LONG-TERM DEBT                                                                                         130,443              107,943
OTHER LIABILITIES                                                                                        6,440                8,207
                                                                                                     ---------            ---------
              TOTAL LIABILITIES                                                                        180,207              151,472
                                                                                                     ---------            ---------
COMMITMENTS AND CONTINGENCIES                                                                             --                   --
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000,000 shares, none outstanding                                         --                   --
  Common stock, $.01 par value: authorized,  117,000,000 shares;
    issued and outstanding, 31,817,652 (1996) and 31,507,027 (1995)                                        318                  315
  Class B stock, $.01 par value: authorized,  3,000,000 shares:
    issued and outstanding, 351,733 (1996 and 1995)                                                          4                    4
  Additional paid-in capital                                                                           158,458              157,547
  Accumulated deficit                                                                                  (42,082)             (54,899)
                                                                                                     ---------            ---------
                                                                                                       116,698              102,967
  Less treasury stock, at cost; 1,605,395 (1996) and 607,395 (1995)                                    (23,987)              (8,844)
                                                                                                     ---------            ---------
              TOTAL SHAREHOLDERS' EQUITY                                                                92,711               94,123
                                                                                                     ---------            ---------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                             $ 272,918            $ 245,595
                                                                                                     =========            =========

</TABLE>


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

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



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

                                                                       1996              1995              1996              1995
                                                                       ----              ----              ----              ----

<S>                                                                 <C>               <C>               <C>               <C>      
GROSS REVENUES                                                      $  55,267         $  44,547         $ 147,085         $ 124,898
  Less Agency Commissions                                               7,706             6,242            20,284            17,614
                                                                    ---------         ---------         ---------         ---------
NET REVENUES                                                           47,561            38,305           126,801           107,284
                                                                    ---------         ---------         ---------         ---------
Operating Costs and Expenses Excluding
  Depreciation and Amortization                                        34,138            26,959            93,798            79,669
Depreciation and Amortization                                           2,958             3,502             8,896            10,253
Corporate General and Administrative Expenses                           1,509             1,393             4,273             4,128
                                                                    ---------         ---------         ---------         ---------
                                                                       38,605            31,854           106,967            94,050
                                                                    ---------         ---------         ---------         ---------
OPERATING INCOME                                                        8,956             6,451            19,834            13,234
Interest Expense                                                        2,271             2,251             6,494             7,318
Other Income                                                              (81)              (69)             (207)             (283)
                                                                    ---------         ---------         ---------         ---------
INCOME BEFORE INCOME TAXES                                              6,766             4,269            13,547             6,199
INCOME TAXES                                                              301               170               730               357
                                                                    ---------         ---------         ---------         ---------

NET INCOME                                                          $   6,465         $   4,099         $  12,817         $   5,842
                                                                    =========         =========         =========         =========



NET INCOME PER SHARE                                                $     .19         $     .12         $     .38         $     .17
                                                                    =========         =========         =========         =========

WEIGHTED AVERAGE SHARES OUTSTANDING                                    34,381            35,643            33,599            34,036
                                                                    =========         =========         =========         =========


</TABLE>



          See accompanying notes to consolidated financial statements.
                                      - 4 -

<PAGE>


<TABLE>
<CAPTION>

                                WESTWOOD ONE, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (In thousands)

                                                                                                              Nine Months Ended
                                                                                                                 September 30, 
                                                                                                                 ------------- 
                                                                                                          1996                1995
                                                                                                          ----                ----
CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                                                                    <C>                 <C>     
  Net income                                                                                           $ 12,817            $  5,842
  Adjustments to reconcile net income to net cash provided by operating
     activities:
        Depreciation and amortization                                                                     8,896              10,252
        Other                                                                                               292                (156)
        Changes in assets and liabilities:
           Decrease in accounts receivable                                                                  592               3,713
           Decrease (Increase) in prepaid assets                                                            436              (1,047)
           (Decrease) in accounts payable and accrued liabilities                                          (773)             (1,560)
                                                                                                        --------           --------

              Net Cash Provided By Operating Activities                                                  22,260              17,044
                                                                                                        --------           --------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies (Shadow Traffic in 1996)                                                     (21,191)               (646)
  Capital expenditures                                                                                     (940)               (748)
  Other                                                                                                  (4,424)               (106)
                                                                                                        --------           --------
              Net Cash Used For Investing Activities                                                    (26,555)             (1,500)
                                                                                                        --------           --------
              CASH PROVIDED (USED) BEFORE
                 FINANCING ACTIVITIES                                                                    (4,295)             15,544
                                                                                                         -------           --------
CASH FLOW FROM FINANCING ACTIVITIES:
  Debt repayments                                                                                        (1,250)            (12,500)
  Borrowings under debt arrangements                                                                     23,750                --
  Issuance of common stock                                                                                  914               3,405
  Repurchase of common stock                                                                            (15,143)             (4,330)
                                                                                                        --------           --------
              NET CASH FROM (USED IN) FINANCING ACTIVITIES                                                8,271             (13,425)
                                                                                                        -------            --------
NET INCREASE  IN CASH AND CASH EQUIVALENTS                                                                3,976               2,119

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                            256               2,439
                                                                                                        -------            --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                             $  4,232            $  4,558
                                                                                                       ========            ========
</TABLE>

                See accompanying notes to consolidated financial statements.
                                            - 5 -
<PAGE>




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

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

           The accompanying consolidated balance sheet as of September 30, 1996,
the  consolidated  statements of operations for the three and nine month periods
ended September 30, 1996 and 1995 and the consolidated  statements of cash flows
for the nine months ended September 30, 1996 and 1995 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 - Earnings Per Share:
----------------------------

           Net income per share is  computed  based  upon the  weighted  average
number of shares outstanding and Common Stock equivalents in periods where there
is net  income.  The  number of shares  used to compute  earnings  per share are
34,381 and 35,643 for the three month periods ended September 30, 1996 and 1995,
respectively  and 33,599 and 34,036 for the nine month periods  ended  September
30, 1996 and 1995, respectively.

NOTE 3 - Debt:
--------------

           On September 30, 1996, the Company amended its bank revolving  credit
facility (the "Facility"). The following summarizes the most significant changes
to the Facility:

               The amount of the Facility was  increased to $150,000  (comprised
               of a $75,000  revolving  credit  commitment  and a  $75,000  term
               loan),
               The Facility is available until September 30, 2004,
               No  reductions in the Facility are required  until  September 30,
               1999 and
               The interest rate Applicable Margins were reduced (for prime rate
               loans the Applicable  Margin range is now between 0% and .25% and
               for Eurodollar  loans the Applicable  Margin range is now between
               .5% and 1.25%).

           At September 30, 1996, the Company had outstanding  borrowings  under
the Facility of $115,000 and available borrowings of $35,000.

NOTE 4 - Acquisition of Shadow Traffic:
---------------------------------------

           On March 1, 1996,  the Company  through its  wholly-owned  subsidiary
Westwood One  Broadcasting  Services Inc.  acquired the operating  assets of New
York  Shadow  Traffic  Limited  Partnership,   Chicago  Shadow  Traffic  Limited
Partnership,  Los Angeles Shadow Traffic Limited  Partnership  and  Philadelphia
Express Traffic Limited Partnership  (collectively "Shadow Traffic") for $20,000
plus expenses,  subject to an adjustment based on the future cash flow of Shadow
Traffic.  The  acquisition  was  accounted for as a purchase,  and  accordingly,
Shadow Traffic's  operating  results are included with those of the Company from
the date of acquisition. The purchase price has been allocated to the assets and
liabilities  acquired based on preliminary  estimates of their  respective  fair
values.  The  intangible  assets  acquired  as part of the  purchase  are  being
amortized over 15 years.

                                        6

<PAGE>



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

           On March 1, 1996 the Company  acquired the operating assets of Shadow
Traffic. The acquisition was accounted for as a purchase and accordingly, Shadow
Traffic's operating results are included with those of the Company from the date
of acquisition.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER  30, 1996 COMPARED
  WITH THREE MONTHS ENDED SEPTEMBER  30, 1995
  ---------------------------------------------

           Westwood One derives  substantially  all of its revenue from the sale
of advertising  time to advertisers.  Net revenue  increased  $9,256,  or 24% to
$47,561 in the third quarter of 1996 from $38,305 in the  comparable  prior year
quarter.  The increase in net revenue was  primarily due to the  acquisition  of
Shadow  Traffic and as a result of the  Company's  exclusive  rights to the 1996
Summer Olympics.

           Operating costs and expenses excluding  depreciation and amortization
increased  $7,179,  or 27%, to $34,138 in the third quarter of 1996 from $26,959
in the third  quarter of 1995.  The increase was primarily  attributable  to the
acquisition of Shadow Traffic and the 1996 Summer Olympics,  partially offset by
lower station compensation expenses.

           Depreciation  and  amortization  decreased 16% to $2,958 in the third
quarter  of 1996 from  $3,502 in the third  quarter  of 1995.  The  decrease  is
principally  attributable to lower  amortization of programming costs and rights
due to lower capitalized  balances,  partially offset by higher depreciation and
amortization associated with the acquisition of Shadow Traffic.

           Corporate general and administrative  expenses increased 8% to $1,509
in 1996 from $1,393 in 1995.  The increase is primarily  attributable  to higher
compensation expense.

           Operating  income  increased  $2,505,  or 39%, to $8,956 in the third
quarter of 1996 from $6,451 in the third  quarter of 1995.  The  improvement  is
principally   attributable  to  higher  revenue  and  lower   depreciation   and
amortization.

           Interest expense  increased 1% to $2,271 in the third quarter of 1996
from  $2,251  in the  third  quarter  of  1995.  The  increase  was  principally
attributable  to higher  debt  levels as a result of the  acquisition  of Shadow
Traffic, partially offset by lower interest rates.

           Net income in the third quarter  increased 58% to $6,465, or $.19 per
share,  in 1996 from $4,099,  or $.12 per share,  in 1995. The weighted  average
number of shares outstanding  (including common stock equivalents)  decreased 4%
to 34,381 in the  third  quarter  of 1996  from  35,643 in the  comparable  1995
quarter, due principally to the Company's stock repurchase program.







                                        7

<PAGE>



NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED
  WITH NINE MONTHS ENDED SEPTEMBER 30, 1995
  -------------------------------------------

           Net  revenue  for the  first  nine  months of 1996  increased  18% to
$126,801 in 1996 from $107,284 in the first nine months of 1995. The increase is
primarily  attributable  to the  acquisition  of Shadow  Traffic,  the Company's
exclusive rights to the 1996 Summer Olympics,  and higher  advertising rates for
the Company's programs.

           Operating  costs and expenses  increased  18% to $93,798 in the first
nine months of 1996 from $79,669 in the comparable 1995 period. The increase was
primarily attributable to the acquisition of Shadow Traffic, and the 1996 Summer
Olympics, partially offset by lower station compensation expenses.

           Depreciation  and  amortization  decreased 13% to $8,896 in the first
nine months of 1996 from $10,253 in the first nine months of 1995.  The decrease
is principally  attributable  to lower  amortization  of  programming  costs and
rights,  partially offset by higher depreciation and amortization resulting from
the purchase of Shadow Traffic.

           Corporate general and administrative expenses increased 4%, to $4,273
in the first  nine  months of 1996 from  $4,128  in 1995's  first  nine  months,
principally to higher compensation expenses.

           Interest expense  decreased 11% to $6,494 in the first nine months of
1996 as  compared to $7,318 in the first nine  months of 1995.  The  decrease is
principally attributable to lower debt levels and lower interest rates.

           Net income  increased  119% to $12,817  ($.38 per share) in the first
nine  months of 1996 as compared  to $5,842  ($.17 per share) in the  comparable
1995 period. The weighted average number of shares  outstanding  decreased 1% to
33,599 in 1996 from 34,036 in 1995.

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

           At September 30, 1996, the Company's cash and cash  equivalents  were
$4,232, an increase of $3,976 from December 31, 1995.

           For the nine months ended  September 30, 1996 net cash from operating
activities  increased  $5,216 to $22,260  as  compared  to $17,044 in 1995.  The
improvement is principally attributable to improved operating results.

           On September 30, 1996, the Company amended its bank revolving  credit
facility. As a result of the amendment,  the Facility was increased to $150,000,
the  maturity of the Facility  was  extended to  September  30, 2004,  mandatory
reductions  were  postponed  till  September  30,  1999  and the  interest  rate
Applicable  Margins  were  reduced.  At  September  30,  1996,  the  Company had
available borrowings of $35,000.

           In the  first  nine  months  of  1996,  as part of its  Common  Stock
Repurchase Plan, the Company repurchased 998 shares of Common Stock at a cost of
$15,143.  Subsequent to September 1996 (through  November 4, 1996),  the Company
repurchased an additional 290 shares of Common Stock at a cost of $4,796.



                                        8

<PAGE>



           Management believes that the Company's cash,  available borrowing and
anticipated  cash flow from operations will be sufficient to finance current and
forecasted operations over the next 12 months.

                                        9

<PAGE>



                            PART II OTHER INFORMATION



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

           These items are not applicable.


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

(a)  Exhibits
     --------

       10.1    Amended and Restated Credit  Agreement,  dated September 30, 1996
               between  Registrant  and The Chase  Manhattan Bank and co-Agents.
       27.     Financial Data Schedule

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

      There  were no  reports  on Form 8-K  filed  for the  three  months  ended
September 30, 1996.





                                       10

<PAGE>



                                   SIGNATURES
                                   ----------



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




                                  WESTWOOD ONE, INC.




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






                                  Dated: November 8, 1996









                                       11