SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


              Annual Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934


For the fiscal year ended December 31, 2000       Commission file number 0-13020


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

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

                        40 West 57th Street, 5th Floor
                               New York, NY 10019
                    (Address of principal executive offices)

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

           Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of Each Exchange on
Title of each class                                         Which Registered
Common Stock                                            New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)


     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
                                              ----     ----
     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The  aggregate  market value of Common Stock held by  non-affiliates  as of
March 15, 2001 was approximately $1,687,113,000.

     As of March 15, 2001,  107,467,191  shares  (excluding  treasury shares) of
Common  Stock  were  outstanding  and  703,466  shares  of  Class B  Stock  were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  registrant's  definitive  proxy  statement  for its annual
meeting of shareholders (which will be filed with the Commission within 120 days
of the  registrant's  last fiscal year end) are incorporated in Part III of this
Form 10-K.




PART I

Item 1.  Business


General

Westwood  One,  Inc.  (the  "Company"  or  "Westwood  One")  supplies  radio and
television  stations with information  services and programming.  The Company is
the largest domestic  outsource  provider of traffic reporting  services and the
nation's  largest radio  network,  producing  and  distributing  national  news,
sports, talk, music and special event programs, in addition to local news,
sports, weather, video news and other information programming.

The  Company's  principal  source of revenue is  selling  commercial  airtime to
advertisers through one of its two operating divisions:  Metro/Shadow,  which is
comprised of Metro Networks, Inc. ("Metro") and "Shadow Traffic" and the Network
Division.  The Company  generates  revenue  principally  by selling  audience it
obtains from radio and television  affiliates to local and national advertisers.
The Company provides a broad range of programming and information services which
deliver  audience to advertisers and also deliver traffic,  news, talk,  sports,
and entertainment programs to its affiliate stations.

Metro/Shadow provides local traffic and information broadcast reports in over 80
Metro  Survey Area  markets  (referred  to herein as MSA  markets) in the United
States.  The Network  Division offers radio stations  traditional news services,
CBS  Radio  news,   CNN  Radio  and  Fox  news  in  addition  to  seven  24-hour
satellite-delivered  continuous play music formats ("24/7  Formats") and weekday
and  weekend  news and  entertainment  features  and  programs.  These  programs
include:  major  sporting  events  (principally  covering the National  Football
League, Notre Dame football and other college football and basketball games, the
National  Hockey  League,  the  Masters  and the  Olympics);  live,  personality
intensive  talk shows;  live  concert  broadcasts;  countdown  shows;  music and
interview programs;  and exclusive satellite simulcasts with HBO and other cable
networks.

Westwood One enables  advertisers  to purchase  advertising  time and have their
commercial  messages broadcast on radio and television  stations  throughout the
United  States,  reaching   demographically  defined  listening  audiences.  The
commercial  inventory obtained by Westwood offers advertisers the opportunity to
reach a  broad-based  local,  regional  or  national  audience  through a single
purchase from the Company.

Westwood One is managed by Infinity  Broadcasting  Corporation  ("Infinity"),  a
wholly-owned  subsidiary  of Viacom,  Inc.,  pursuant to a Management  Agreement
between  the  Company  and  Infinity  which  expires  on  March  31,  2004  (the
"Agreement").  Pursuant  to the  Agreement,  Infinity  receives  a  base  fee of
$2,500,000  (adjusted for inflation) and an incentive bonus based on the Company
exceeding  predetermined  cash flow objectives.  Westwood One has also issued to
Infinity  warrants to acquire  4,000,000  shares of Common Stock pursuant to the
Agreement.

Industry Background

    Radio Broadcasting

As of January 1, 2001, there were approximately 10,300 commercial radio stations
in the United States.

A radio station  selects a style of  programming  ("format") to attract a target
listening audience and thereby attract commercial  advertising  directed at that
audience.  There are many  formats  from which a station may  select,  including
news, talk, sports and various types of music and entertainment programming.

The diversity in program formats has intensified  competition among stations for
local advertising revenue. A radio station has two principal ways of effectively
competing for these revenues.  First, it can  differentiate  itself in its local
market by selecting and successfully executing a format targeted at a particular
audience  thus  enabling  advertisers  to place  their  commercial  messages  on
stations aimed at audiences with certain demographic characteristics.  A station
can also broadcast special  programming,  syndicated  shows,  sporting events or
national news products, such as those supplied by Westwood One, not available to
its  competitors  within  its  format.  National  programming  broadcast  on  an
exclusive  geographic basis can help  differentiate a station within its market,
and thereby  enable a station to increase  its  audience  and local  advertising
revenue.


                                      -1-


Radio Advertising

Radio advertising time can be purchased on a local,  regional or national basis.
Local  purchases allow an advertiser to select specific radio stations in chosen
geographic markets for the broadcast of commercial messages.  Local and regional
purchases  are  typically  best suited for an  advertiser  whose  business or ad
campaign is in a specific  geographic area.  Advertising  purchased from a radio
network is one method by which an advertiser targets its commercial  messages to
a specific demographic audience, achieving national coverage on a cost-efficient
basis.  In addition,  an  advertiser  can choose to  emphasize  its message in a
certain market or markets by supplementing a national purchase with local and/or
regional purchases.

To verify its network audience  delivery and demographic  composition,  specific
measurement  information is available to  advertisers  from  independent  rating
services such as Arbitron and Statistical  Research,  Inc.'s RADAR. These rating
services provide demographic  information such as the age and gender composition
of the  listening  audiences.  Consequently,  advertisers  can verify that their
advertisements are being heard by their target listening audience.

Business Strategy

Westwood One provides  broad-based,  local,  regional or national  audiences and
commercial  spots to advertisers  through its recognized  programming  and other
information products. The Company, through its various radio networks,  produces
and distributes  quality  programming to meet listener needs for information and
to radio stations seeking to increase their listening audience and improve local
and  national  advertising  revenue  by  differentiating  themselves  from their
competitors.   The  Company  sells  advertising  time  within  its  programs  to
advertisers   desiring  to  reach  large   listening   audiences  with  specific
demographic characteristics.

In 1996, the Company expanded its product  offerings to include  providing local
traffic,  news, sports and weather programming to radio stations and other media
outlets in selected  cities across the United  States.  This  expansion gave the
Company's  advertisers the ability to easily supplement their national purchases
with local and regional purchases from the Company.  It also allowed the Company
to develop relationships with local and regional advertisers. In March 1996, the
Company  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").  In 1998, the Company acquired the
remaining Shadow Traffic  operations,  which operated in ten major  metropolitan
markets,  and opened operations in two additional cities. In 1999,  Westwood One
significantly  expanded its local and regional reach through its merger with the
country's largest traffic service provider,  Metro, which broadcast  information
reports in 67 of the 75 largest  MSA markets in the United  States.  Since then,
the Company has  expanded  its reach to more than 80 of the largest MSA markets.
In 2000, the Company continued its expansion of products with its acquisition of
the operating assets of SmartRoute Systems, Inc. ("SmartRoute"), a company which
collects,  organizes and distributes a database of advanced traveler information
through various electronic media and telecommunications.

    Local Traffic and Information Programming

With respect to local content, the Company, through its Metro and Shadow Traffic
units,  provides traffic reports and local news,  weather and sports information
to its radio and television affiliates.

The  Company   gathers   traffic  and  other  data   utilizing   the   Company's
information-gathering  infrastructure,  which includes aircraft (helicopters and
airplanes),  broadcast-quality remote camera systems positioned at strategically
located fixed positions and on aircraft,  mobile units and cellular systems, and
by accessing various government-based traffic tracking systems. The Company also
gathers information from various third-party news and information services.  The
information  is then  processed,  converted into broadcast copy and entered into
the Company's  computer  systems by the Company's  local writers and  producers.
This permits the Company to easily resell the information to other third parties
for distribution  through the internet,  wireless  devices or personnel  digital
assistants   ("PDA")  and  various  other  new  media  systems.   The  Company's
professional  announcers  read the customized  reports on the air. The Company's
information reports (including the length of report, content of report, specific
geographic  coverage area,  time of broadcast,  number of reports aired per day,

                                     - 2 -



broadcaster's  style,  etc.) are customized to meet each individual  affiliate's
requirements.  The Company  typically works closely with the program  directors,
news  directors  and  general  managers  of its  affiliates  to ensure  that the
Company's services meet its affiliates'  quality standards.  The Company and its
affiliates  jointly select the on-air talent to ensure that each on-air talent's
style is appropriate for the station's format. The Company's on-air talent often
become integral "personalities" on such affiliates' station as a result of their
significant on-air presence and interaction with the station's on-air personnel.
In order to realize operating efficiencies, the Company endeavors to utilize its
professional  on-air talent on multiple  affiliate  stations within a particular
market.

The Company generally does not require its affiliates to identify the Company as
the supplier of its information reports.  This provides the Company's affiliates
with a high degree of customization  and flexibility,  as each affiliate has the
right to present  the  information  reports  provided  by the  Company as if the
affiliate  had  generated  such  reports  with its own  resources.  For example,
multiple   affiliates   in  a  single   market  may  imply  that  the  Company's
infrastructure,  including its airplanes,  helicopters and talent,  are those of
the affiliate.

As a result of its  extensive  network of  operations  and  talent,  the Company
regularly   reports  breaking  and  important  news  stories  and  provides  its
affiliates with live coverage of these stories. The Company is able to customize
and personalize its reports of breaking stories using its individual affiliates'
call letters from the scene of news events.  For example,  in 2000,  the Company
was the first news  organization to provide live airborne  coverage of the Elian
Gonzalez situation in Miami. By using our news helicopters, the Company fed live
video to television  affiliates in Miami, and around the country.  Moreover,  by
leveraging  our  infrastructure,  the same  reporters  provided live  customized
airborne  reports for the  Company's  radio  affiliates  via Metro  Source.  The
Company  believes that it is the only radio network news  organization  that has
local studio  operations  that cover in excess of 80 markets and that is able to
provide such customized reports to these markets.

Metro Source, an information service available to subscribing  affiliates,  is a
total information system and digital audio workstation that allows the Company's
news  affiliates to receive via satellite and view,  write,  edit and report the
latest news,  features and show  preparation  material.  With this product,  the
Company  provides  continuously  updated and  breaking  news,  weather,  sports,
business and  entertainment  information  to its affiliate  stations  which have
subscribed to the service. Information and content for Metro Source is primarily
generated from the Company's staff of news bureau chiefs,  state  correspondents
and professional news writers and reporters.

Local,  regional  and  national  news  and  information  stories  are fed to the
Company's  national  news  operations  center  in  Phoenix,  Arizona  where  the
information is verified,  edited, produced and disseminated via satellite to the
Company's internal Metro Source  workstations  located in each of its operations
centers and to  workstations  located at affiliate  radio  stations  nationwide.
Metro Source includes  proprietary  software that allows for customizing reports
and  editing in both audio and text  formats.  The  benefit to  stations is that
Metro  Source  allows them to  substantially  reduce time and cost from the news
gathering and editing  process at the station  level,  while  providing  greater
volume and quality news and  information  coverage from a single  source.  As of
December 31, 2000,  the Company had  affiliated  over 800 radio stations for the
Metro Source product.

    Television Programming Services

The Company is supplying its Television  Traffic Services to over 180 television
stations.  Similar to its radio programming services,  with its MetroTV Services
the  Company  supplies  customized   information  reports  which  are  generally
delivered  on air by its  reporters to its  television  station  affiliates.  In
addition,  the Company supplies customized graphics and other visual programming
elements to its television station affiliates.

The  Company  utilizes  live  studio  cameras  in order to  enable  its  traffic
reporters to provide its Video News  Services on  television  from the Company's
local  broadcast  studios.  In  addition,  the Company  provides  its Video News
Services from its aircraft and  fixed-position  based camera systems.  The Video
News  Services  include:  (i) live video  coverage  from  strategically  located
fixed-position  camera  systems;  (ii) live video news feeds from the  Company's
aircraft;  and  (iii)  full-service,  24 hours  per  day/7  days per week  video
coverage  from  the  Company's  camera  crews  using  broadcast  quality  camera
equipment and news vehicles.



                                      -3-




In  addition,  through  Ross  Sports  Productions,  Inc.  ("Ross"),  the Company
produces and distributes  nationally  syndicated but locally produced scholastic
sports programs.  Ross' main service is a weekly half-hour TV program, "The High
School Sports Show," which is marketed to local television  stations in exchange
for commercial airtime inventory. Ross sells sponsorship advertising packages to
local,  regional and national  advertisers  within the show.  The show currently
airs in 22 major markets,  generally on major network  affiliated  stations late
Saturday afternoon or late Sunday morning. The Company offers Ross' services and
products as a part of its MetroTV Services.

    Information Services

The  Company's  Information  Services  ("IS")  develops   non-broadcast  traffic
information  business.  IS develops  innovative  techniques  of gathering  local
traffic and transportation  information,  as well as new methods of distributing
such  information  to the public.  The Company  believes that in order to remain
competitive  and to  continue to provide an  information  product of the highest
quality to its  affiliates,  it is necessary to invest in and participate in the
development of new  technology.  Accordingly,  in 2000 the Company  acquired the
operating  assets of SmartRoute.  The Company is currently  working with several
public and private entities across the United States to improve dissemination of
traffic  and  transportation  information.  The  Company is a large  supplier of
information to the wireless  telephone  industry,  providing  customized traffic
information,  direction  services,  and  other  local  information  to  wireless
subscribers via the Company's STAR JAM (TM) and STAR FIND (TM) services.

In conjunction  with ETAK, a digital mapping and software  company owned by Tele
Atlas,  the  Company has been  working  with a variety of private  companies  to
deploy commercial  products and services  involving  traveler  information.  The
relationship  allows for the provision of information  on a  personalized  basis
through  numerous  delivery  mechanisms,  including  the  internet,  paging,  FM
subcarrier,  traditional  cellular and  newly-developed  and  evolving  wireless
systems.  Information  can be  delivered  to a wide array of  devices  including
pagers, computers, PDA's and in-vehicle navigation and information systems.

The  Company,  through  its  SmartRoute  operations,   collects,  organizes  and
distributes a database of advanced  traveler  information to automobiles,  homes
and offices through various electronic media and telecommunications. The Company
delivers its information  under the SmartTraveler  brand name. In addition,  the
Company  has   participated  in  a  number  of  federally   funded   Intelligent
Transportation  Systems Field Operational tests and Model Deployment Initiatives
including  the  AZTech  Model  Deployment  in  Phoenix,  the  Smart  Trek  Model
Deployment in Seattle,  TravInfo,  TransCal (for travel  between the SF Bay Area
and Reno/Tahoe), the Atlanta Olympics Technology Showcase, Partners in Motion in
the Washington DC area,  Advanced  Regional Traffic  Interactive  Management and
Information System Program in Ohio, Kentucky and Indianapolis,  ORION City Model
deployment  with  Minnesota DOT and Traffic Wise in  Indianapolis,  and Advanced
Traveler Information System in Massachusetts,  Connecticut, Pennsylvania and New
Jersey.

The  Company   believes  that  its   extensive   fleet  of  aircraft  and  other
information-gathering  technology  and  broadcast  equipment  have  allowed  the
Company to provide  high quality  programming,  enabling it to retain and expand
its affiliate base. In the aggregate,  the Company utilizes  approximately:  125
helicopters  and  fixed-wing  aircraft;  30 mobile  units;  30  airborne  camera
systems;  125 fixed-position  camera systems;  75 broadcast  studios;  and 1,300
broadcasters  and  producers.  The  Company  also  maintains a staff of computer
programmers and graphics experts to supply customized  graphics and other visual
programming  elements  to  television  station  affiliates.   In  addition,  the
Company's  operations centers and broadcast studios have sophisticated  computer
technology,  video and broadcast equipment and cellular and wireless technology,
which enables the Company's  on-air  talent to deliver  accurate  reports to its
affiliates.  The infrastructure and resources  dedicated to a specific market by
the Company are  determined by the size of the market,  the number of affiliates
the Company serves in the market and the type of services being provided.

    National Radio Programming

The Company  produces and  distributes  24/7  Formats,  regularly  scheduled and
special  syndicated  programs,  including  exclusive  live  concerts,  music and
interview  shows,  national music  countdowns,  lifestyle short  features,  news
broadcasts, talk programs, sporting events, and sports features.

The Company  controls most aspects of production of its programs,  thereby being
able to tailor  its  programs  to  respond to  current  and  changing  listening
preferences.  The  Company  produces  regularly  scheduled  short-form  programs
(typically five minutes or less),  long-form  programs  (typically 60 minutes or

                                      -4-


or longer) and 24/7 Formats.  Typically, the short-form programs are produced at
the Company's in-house  facilities located in Culver City,  California,  and New
York, New York. The long-form  programs  include shows produced  entirely at the
Company's  in-house  production   facilities  and  recordings  of  live  concert
performances  and sports events made on location.  The 24/7 Formats are produced
at the Company's facilities in Valencia, California.

Westwood One also produces and distributes special event syndicated programs. In
2000, the Company  produced and  distributed  numerous  special event  programs,
including  exclusive  broadcasts of The Grammy  Awards,  Sting Live from Central
Park, and the MTV Video Music Awards.

Westwood One obtains most of the programming for its concert series by recording
live concert  performances of prominent  recording artists.  The agreements with
these  artists  often  provide the  exclusive  right to  broadcast  the concerts
worldwide over the radio (whether live or pre-recorded) for a specific period of
time.  The Company  may also obtain  interviews  with the  recording  artist and
retain a copy of the  recording of the concert and the  interview for use in its
radio  programs and as additions to its extensive  tape library.  The agreements
provide the artist with  master  recordings  of their  concerts  and  nationwide
exposure on affiliated radio stations.  In certain cases the artists may receive
compensation.

Westwood  One's  syndicated  programs are  produced at its  in-house  production
facilities.  The Company  determines the content and style of a program based on
the target audience it wishes to reach. The Company assigns a producer,  writer,
narrator  or host,  interviewer  and other  personnel  to record and produce the
programs.  Because Westwood One controls the production  process,  it can refine
the  programs'  content to respond to the needs of its  affiliated  stations and
national  advertisers.  In addition,  the Company can alter  program  content in
response to current and anticipated audience demand.

The Company produces and distributes  seven 24/7 Formats  providing music,  news
and talk  programming for Country,  Hot Country,  Adult  Contemporary,  Soft AC,
Oldies,  Adult  Standards,  and the  Adult  Rock and  Roll  formats.  Using  its
production  facilities  in Valencia,  California,  the Company  provides all the
programming  for  stations  affiliated  with each of these  formats.  Affiliates
compensate the Company for these formats by providing the Company with a portion
of their commercial air time and, in most cases, cash fees.

The Company  believes  that its tape library is a valuable  asset for its future
programming and revenue generating capabilities. The library contains previously
broadcast programs, live concert performances,  interviews, daily news programs,
sports and  entertainment  features,  Capitol Hill  hearings  and other  special
events.  New programs can be created and  developed at a low cost by  excerpting
material from the library.

    Affiliated Radio Stations

The Company's business strategy is to provide for the programming needs of radio
stations by supplying to radio  stations,  programs and services that individual
stations may not be able to produce on their own on a cost effective  basis. The
Company  offers radio  stations  traffic and news  information as well as a wide
selection of regularly  scheduled and special event  syndicated  programming and
24/7 Formats. The information,  programs and formats are produced by the Company
and, therefore,  the stations typically have virtually no production costs. With
respect to the Company's programs and formats, each program or format is offered
for  broadcast  by the  Company  exclusively  to one  station in its  geographic
market,  which assists the station in competing for audience  share in its local
marketplace.  In addition, except for news programming,  Westwood One's programs
contain  available  commercial  air  time  that the  stations  may sell to local
advertisers. Westwood One typically distributes promotional announcements to the
stations and places advertisements in trade and consumer publications to further
promote the upcoming broadcast of its programs.

Westwood  One enters  into  affiliation  agreements  with radio  stations  which
requires  the  affiliate  to  provide  the  Company  with a  specific  number of
commercial  positions  which it  aggregates  by similar day and time periods and
resells to its advertisers.  Some affiliation  agreements also require a station
to  broadcast  the  Company's  programs  and to use a portion  of the  program's
commercial  slots to air  national  advertisements  and any related  promotional
spots. With respect to 24/7 Formats, the Company may also receive a fee from the
affiliated  stations for the right to broadcast the formats.  Radio  stations in
the top 200 national  markets may also receive  compensation for airing national
advertising spots.

Affiliation  agreements specify the number of times and the approximate  daypart
each program and advertisement may be broadcast. Westwood One requires that each

                                     - 5 -



station   complete   and   promptly   return  to  the   Company   an   affidavit
(proof-of-performance)  that  verifies the time of each  broadcast.  Affiliation
agreements  generally run for a period of at least one year,  are  automatically
renewable for subsequent periods and are cancelable by either the Company or the
station upon 90 days' notice.

The Company has a number of people  responsible  for station sales and marketing
its programs to radio  stations.  The  Company's  staff  develops and  maintains
close,  professional  relationships with radio station personnel to provide them
with quick programming assistance.

    Advertising Sales and Marketing

The Company packages its radio commercial  airtime inventory on a network basis,
covering all affiliates in relevant  markets,  either  regionally or nationally.
This  packaged  inventory  typically  appeals  to  advertisers  seeking  a broad
demographic  reach.  Because the Company generally sells its commercial  airtime
inventory on a network  basis rather than  station-by-station,  the Company does
not compete for advertising dollars with its local radio station affiliates. The
Company  believes that this corporate  policy is a key factor in maintaining its
affiliate   relationships.   Currently,  the  Company  packages  its  television
commercial  airtime  inventory  on a regional and national  network  basis.  The
Company has developed a separate sales force to sell its  television  commercial
airtime inventory and to optimize the efforts of the Company's national internal
structure of sales  representatives.  The Company's  advertising  sales force is
comprised of approximately 260 sales representatives.

In each of the Metro/Shadow markets in which it conducts operations, the Company
maintains an  advertising  sales office as part of its  operations  center.  The
Company's  advertising sales force is able to sell available  commercial airtime
inventory  in any and all of the  Company's  markets in addition to selling such
inventory in each local  market,  which the Company  believes  affords its sales
representatives an advantage over certain of their competitors.  For example, an
airline  advertiser can purchase  sponsorship  advertising  packages in multiple
markets from the Company's local sales  representative  in the city in which the
airline is headquartered.

The  Company's   typical  radio   advertisement   for  traffic  and  information
programming  consists of an opening  announcement  and a  ten-second  commercial
message  presented  immediately  prior to,  in the  middle  of,  or  immediately
following  a regularly  scheduled  information  report.  Because the Company has
numerous  radio  station  affiliates in each of its markets  (averaging  over 25
affiliates per market),  the Company  believes that its traffic and  information
broadcasts reach more people,  more often, in a higher impact manner than can be
achieved using any other advertising medium. The Company combines its commercial
airtime inventory into multiple "sponsorship" packages which it then sells as an
information  sponsorship  package  to  advertisers.  These  Company  sponsorship
packages are run on a fair and equal rotation (i.e.,  each  advertiser  receives
its pro rata share of  advertisements  sold by the Company for broadcast on each
of the Company's  affiliates in the relevant  market or markets)  throughout its
networks on a local,  regional or national basis,  primarily  during morning and
afternoon drive periods.  The Company  generally does not allow an advertiser to
select  individual  stations  from its networks on which to run its  advertising
campaign.

The Company believes that the positioning of  advertisements  within or adjacent
to its  information  reports  appeals to  advertisers  because the  advertisers'
messages are broadcast along with regularly  scheduled  programming  during peak
morning  and  afternoon  drive  times when a majority  of the radio  audience is
listening.  Radio advertisements broadcast during these times typically generate
premium rates.  Moreover,  surveys  commissioned by the Company demonstrate that
because the Company's  customized  information  reports are related to topics of
significant  interest  to  listeners,  listeners  often  seek out the  Company's
information reports.  Since advertisers'  messages are embedded in the Company's
information reports, such messages have a high degree of impact on listeners and
generally will not be "pre-empted"  (i.e., moved by the radio station to another
time slot). Most of the Company's  advertisements are read live by the Company's
on-air talent,  providing the Company's advertisers with the added benefit of an
implied endorsement for their product.

Westwood  One  provides  national  advertisers  with  a  cost-effective  way  to
communicate their commercial  messages to large listening  audiences  nationwide
through  purchases  of  commercial  airtime in its national  radio  networks and
programs.  An advertiser can obtain both  frequency  (number of exposures to the
target   audience)  and  reach  (size  of  listening   audience)  by  purchasing
advertising  time from the Company.  By purchasing  time in networks or programs
directed to different  formats,  advertisers  can be assured of  obtaining  high
market penetration and visibility as their commercial messages will be broadcast
on several  stations in the same market at the same time.  The Company  supports

                                     - 6 -



its national sponsors with promotional announcements and advertisements in trade
and consumer  publications.  This support  promotes the upcoming  broadcasts  of
Company programs and is designed to increase the  advertisers'  target listening
audience.

Generally,  the Company provides its MetroTV services to television  stations in
exchange  for  thirty-second  commercial  airtime  inventory  that  the  Company
packages and sells on a regional and national basis. The amount and placement of
the  commercial  airtime  inventory  that the Company  receives from  television
stations  varies by market and the type of service  provided by the Company.  As
the Company has provided enhanced MetroTV services,  it has been able to acquire
more valuable commercial airtime inventory.  The Company believes that it offers
advertisers   significant  benefits  because,   unlike  traditional   television
networks,  the Company often delivers more than one station in major markets and
advertisers may select specific markets.

The  Company  has  established  a  morning  news  network  for its  advertisers'
commercials to air during local news programming and local news breaks from 6:00
a.m. to 9:00 a.m.  Because the Company has  affiliated a large number of network
television  stations in major  markets,  its  morning  news  network  delivers a
significant  national household rating in an efficient and compelling local news
environment.  As the Company continues to expand its service offerings for local
television  affiliates,  it plans to create additional news networks to leverage
its television news gathering infrastructure.


Competition

The Company's  Metro/Shadow  Division,  in the MSA markets in which it operates,
competes  for   advertising   revenue  with  local  print  and  other  forms  of
communications media including;  magazines,  outdoor advertising,  network radio
and  network  television  advertising,   transit  advertising,  direct  response
advertising,  yellow  page  directories,  internet/new  media and  point-of-sale
advertising.  Although the Company is significantly larger than the next largest
provider  of  traffic  and  local  information   services,   there  are  several
multi-market   operations  providing  local  radio  and  television  programming
services in various markets. In addition,  the recent consolidation of the radio
industry  has created  opportunities  for large radio  groups to gather  traffic
information on their own.

The Company's  Network Division operates in a very competitive  environment.  In
marketing its programs to national  advertisers,  the Company directly  competes
with  other  radio  networks  as  well  as with  independent  radio  syndication
producers and distributors.  More recently, as a result of consolidations in the
radio industry,  companies  owning large groups of stations have begun to create
competing  networks  that have resulted in  additional  competition  for network
radio advertising expenditures.  In addition, as with its Metro/Shadow Division,
the Network Division competes for advertising  revenue with network  television,
cable  television,  print and other forms of  communications  media. The Company
believes  that the high  quality  of its  programming  and the  strength  of its
station relations and advertising sales forces enable it to compete  effectively
with other forms of  communication  media.  Westwood One markets its programs to
radio stations,  including affiliates of other radio networks,  that it believes
will have the  largest and most  desirable  listening  audience  for each of its
programs.  The  Company  often  has  different  programs  airing  on a number of
stations in the same  geographic  market at the same time. The Company  believes
that in comparison with any other  independent  radio  syndication  producer and
distributor or radio network it has a more diversified  selection of programming
from which national advertisers and radio stations may choose. In addition,  the
Company both produces and distributes  programs,  thereby enabling it to respond
more effectively to the demands of advertisers and radio stations.

The increase in the number of program  formats has led to increased  competition
among local radio stations for audience.  As stations  attempt to  differentiate
themselves in an increasingly competitive environment,  their demand for quality
programming  available from outside programming  sources increases.  This demand
has been  intensified  by high  operating  and  production  costs at local radio
stations and increased competition for local advertising revenue.

Government Regulation

Radio broadcasting and station ownership are regulated by the FCC. Westwood One,
as a producer and  distributor of radio programs and services,  is generally not
subject to regulation by the FCC.  Metro/Shadow  utilizes FCC regulated  two-way
radio frequencies pursuant to licenses issued by the FCC.

                                     - 7 -



Employees

On February 1, 2001, Westwood One had approximately  2,900 full-time  employees,
including a domestic  advertising sales force of approximately  260 people,  and
620  part-time  employees.   In  addition,   the  Company  maintains  continuing
relationships  with  approximately  175  independent  writers,   program  hosts,
technical  personnel and producers.  Certain employees at Metro, Shadow Traffic,
the Mutual  Broadcasting  System,  NBC Radio Networks and Unistar Radio Networks
are covered by collective bargaining agreements.  The Company believes relations
with its employees and independent contractors are satisfactory.


Item 2. Properties

The Company  owns a 7,600  square-foot  building in Culver City,  California  in
which its Network Division syndicated program production  facilities are located
and a 14,000  square-foot  building in Culver City,  California  which  contains
administrative,  and sales and marketing offices. The Company also owns a 10,000
square-foot  building  adjacent to its offices which it subleases.  In addition,
the  Company  leases  operation  centers/broadcast  studios  and  marketing  and
administrative  offices  across the United  States  consisting  of over  275,000
square feet in the aggregate, pursuant to the terms of various lease agreements.

The Company  believes that its  facilities are adequate for its current level of
operations.

Item 3. Legal Proceedings

    - None -


Item 4. Submission of Matters to a Vote of Security Holders

No matters were  submitted to a vote of the  Company's  shareholders  during the
fourth quarter of the year ended December 31, 2000.


                                     - 8 -


                                     PART II

Item 5. Market for Registrant's Common Stock and Related Shareholder Matters

On  February  1, 2001  there  were  approximately  340  holders of record of the
Company's  Common  Stock,  several  of  which  represent  "street  accounts"  of
securities  brokers.  Based upon the number of proxies  requested  by brokers in
conjunction with its shareholders'  meeting the Company estimates that the total
number of beneficial holders of the Company's Common Stock exceeds 5,000.

Since December 15, 1998,  the Company's  Common Stock has been traded on the New
York Stock Exchange  ("NYSE") under the symbol "WON".  The following  table sets
forth the  range of high and low last  sales  prices on the NYSE for the  Common
Stock for the calendar quarters indicated.  These prices have been adjusted on a
retroactive basis to reflect the effect of the Company's two-for-one stock split
which was paid on March 22, 2000.

            2000                                   High         Low
            ----                                   ----         ---
            First Quarter                         $39 13/16    $29 1/2
            Second Quarter                         39           30 13/16
            Third Quarter                          34 3/8       19 13/16
            Fourth Quarter                         22 3/8       14 1/4

            1999
            ----
            First Quarter                          14 13/32     11 19/32
            Second Quarter                         18 27/32     14 19/32
            Third Quarter                          25 13/16     17 7/32
            Fourth Quarter                         38           19 9/32


No cash  dividend was paid on the Company's  stock during 2000 or 1999,  and the
payment of dividends is restricted by the terms of its loan agreements.

                                     - 9 -



Item 6.  SELECTED FINANCIAL DATA
             (In thousands except per share data)

The per share  amounts  included  herein  have been  restated  to  reflect  on a
retroactive basis the Company's  two-for-one stock split which was paid on March
22, 2000.



                                                                                                          

                                                             2000            1999 (1)        1998 (2)       1997 (3)     1996
                                                             ----            ----            ----           ----         ----
OPERATING RESULTS FOR YEAR ENDED
Net Revenues                                                $553,693        $358,305        $259,310       $240,790     $171,784

Operating and Corporate Costs, Excluding
   Depreciation and Amortization                             388,095         267,294         206,996        191,854      132,247

Depreciation and Amortization                                 62,104          30,214          18,409         13,031       12,265

Operating Income                                             103,494          60,797          33,354         35,905       27,272

Net Income                                                   $42,283         $23,887         $13,046        $25,496      $17,500

Income Per Basic Share                                          $.38            $.33            $.22           $.41         $.28

Income Per Diluted Share                                        $.36            $.30            $.20           $.37         $.25


Current Assets                                              $153,881        $167,848         $85,663        $77,933      $48,379
Working Capital                                               15,679          39,843           7,111         12,180       (3,647)
Total Assets                                               1,285,556       1,333,153         345,279        317,695      273,046
Long-Term Debt                                               168,000         158,000         170,000        115,000      130,443
Total Shareholders' Equity                                   949,892       1,019,775          77,218        124,678       86,848

Other Financial Data For Year Ended
   December 31:

OPERATING CASH FLOW (EBITDA) (4)                            $165,598         $91,011         $52,314        $48,936      $39,537










(1)  Results for the year ended  December  31, 1999 include the results of Metro
     from the date of the merger on September 22, 1999.
(2)  Results for the year ended  December 31, 1998 include the remaining  Shadow
     Traffic Operations from the time they were acquired in May 1998.
(3)  Results for the year ended December 31, 1997 include the CBS Radio Networks
     from the effective date of the Representation Agreement in April 1997.
(4)  Operating cash flow is defined as operating  income plus  depreciation  and
     amortization and non-recurring items. Operating cash flow is not determined
     in accordance with generally accepted accounting  principles (GAAP), is not
     indicative  of Cash  Provided  by  Operating  Activities  and should not be
     considered  in isolation  from,  or as an  alternative  to, other  measures
     determined in accordance with GAAP.
-- No cash  dividend was paid on the  Company's  Common Stock during the periods
presented above.

                                     - 10 -


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (In thousands except for per share amounts)

On January 27, 2000 the Board of Directors approved a two-for-one stock split of
the  Company's  Common Stock and Class B Stock  effective  March 22,  2000.  All
references  herein to share and per share  amounts  have been  restated  to give
effect to the stock split on a retroactive basis.

On September 22, 1999, the Company  completed its acquisition of Metro Networks,
Inc.  ("Metro").  The  results  of  operations  for  Metro are  included  in the
consolidated   financial  statements  of  the  Company  from  the  date  of  the
acquisition.

On May 1, 1998, the Company purchased the operating assets of the Shadow Traffic
operations in Baltimore,  Boston, Dallas, Detroit,  Houston, Miami,  Sacramento,
San Diego,  San Francisco  and  Washington,  D.C. The results of operations  for
these additional cities are included in the consolidated financial statements of
the Company from May 1, 1998.

Results of Operations

Westwood  One  derives  substantially  all of  its  revenue  from  the  sale  of
advertising time to advertisers.  Net revenues increased 55% to $553,693 in 2000
from $358,305 in 1999, and increased 38% in 1999 from $259,310 in 1998. The 2000
increase was primarily attributable to the September 22, 1999 merger with Metro,
higher  advertising rates at both the Company's  Network and Traffic  operations
and due to the Company's  exclusive live  broadcast of the 2000 Summer  Olympics
from Sydney,  Australia.  The 1999  increase was primarily  attributable  to the
merger with Metro and was also attributable to higher  advertising rates at both
the  Company's  Network  and Shadow  Traffic  operations.  On a proforma  basis,
assuming  the  acquisition  of Metro had  occurred  as of January  1, 1999,  net
revenue for 2000 would have increased by approximately 13%.

Operating costs and expenses excluding  depreciation and amortization  increased
45% to $380,346 in 2000 from  $261,538 in 1999,  and  increased 29% in 1999 from
$202,138 in 1998.  The 2000  increase was  attributable  to  operating  expenses
associated  with the  Metro  acquisition  and  broadcast  rights  fees and other
related costs  associated with the 2000 Summer  Olympics.  The 1999 increase was
primarily attributable to the 1999 Metro merger.

Depreciation and amortization  increased 106% to $62,104 in 2000 from $30,214 in
1999,  and  increased  64% in 1999  from  $18,409  in  1998.  The  2000 and 1999
increases were  principally  related to the  amortization of goodwill  resulting
from the Metro acquisition.

Corporate general and  administrative  expenses  increased 35% to $7,749 in 2000
from  $5,756  in 1999,  and  increased  18% in 1999  from  $4,858  in 1998.  The
increases in 2000 and 1999 were  principally  attributable to an incentive bonus
payable pursuant to the terms of the Management Agreement with Infinity.

Operating  income  increased  70% to $103,494 in 2000 from $60,797 in 1999,  and
increased 82% in 1999 from $33,354 in 1998.  The 2000 increase was  attributable
to higher  revenues from the  Company's  operations  partially  offset by higher
depreciation and  amortization.  The 1999 increase was primarily  related to the
Metro  merger  as well as the  improved  performance  of the  Company's  network
division.

Interest  expense  was  $10,785,  $12,150  and  $10,340 in 2000,  1999 and 1998,
respectively. The 2000 decrease was attributable to lower debt levels throughout
most of 2000 partially  offset by higher interest  rates.  The 1999 increase was
attributable to higher average debt levels as well as higher interest rates.

The income tax provisions for 2000, 1999 and 1998 are based on annual  effective
tax rates of 55%, 52% and 44%,  respectively.  The increase in the effective tax
rate in 2000 and 1999 are principally  attributable to  non-deductible  goodwill
resulting  from  the  Metro  acquisition.  The  1999  and  1998  provisions  are
substantially  all  deferred  taxes as the  Company had tax net  operating  loss
deductions and deductions  resulting from stock option  exercises to reduce cash
taxes payable.

Net income in 2000  increased  77% to $42,283 ($.38 per basic share and $.36 per
diluted share) from $23,887 ($.33 per basic share and $.30 per diluted share) in
1999 and increased 83% in 1999 from $13,046 ($.22 per basic share and
$.20 per diluted share) in 1998.

Weighted  averages  shares  outstanding for purposes of computing basic earnings
per share were 110,640, 72,168 and 60,196 in 2000, 1999 and 1998,  respectively.

                                     - 11 -



The  increases  in 2000 and 1999 were  attributable  to the  issuance  of 50,224
shares of Common Stock in  conjunction  with the Company's  acquisition of Metro
partially  offset by stock  repurchases  made pursuant to the Company's  ongoing
stock repurchase  program.  Weighted average shares  outstanding for purposes of
computing  diluted  earnings per share were 115,864,  78,930 and 66,868 in 2000,
1999 and 1998,  respectively.  The  changes in weighted  average  shares are due
principally  to the increase in basic shares  partially  offset by the effect of
stock option grants.

Liquidity and Capital Resources

At December 31, 2000, the Company's principal sources of liquidity were its cash
and cash equivalents of $6,757 and available borrowings under its loan agreement
of $164,000.

For 2000,  net cash from  operating  activities  was  $156,392  an  increase  of
$102,055 from 1999. The increase was primarily attributable to higher cash flows
from  operations.  Cash flow from  operations was  principally  used to fund the
Company's stock repurchase program.

At December  31,  2000,  the Company had an unsecured  $277,000  bank  revolving
credit  facility  and  an  unsecured   $65,000  term  loan   (collectively   the
"Facility").  At December  31, 2000,  the Company had  available  borrowings  of
$164,000 on its Facility.  The amount of the Facility is scheduled to be reduced
by $4,500 at the end of each quarter  during 2001.  In addition,  the Company is
required to repay its term loan by $2,500 per quarter in 2001.

In November 2000, the Company  completed its acquisition of the operating assets
of SmartRoute Systems, Inc. for $24,250 plus costs and the assumption of certain
obligations, including loss contracts.

In 2000, the Company  purchased 5,190 shares of the Company's Common Stock for a
total cost of  $123,431.  In 1999,  the Company  purchased  3,128  shares of the
Company's Common Stock for a total cost of $54,164 and in 1998,  purchased 6,750
shares of the  Company's  Common  Stock  for a total  cost of  $65,438.  In 2001
(through February 28, 2001), the Company repurchased an additional 321 shares of
Common  Stock  at a  cost  of  $6,680.  The  stock  buybacks  have  been  funded
principally from the Company's free cash flow.

The Company  believes that its cash,  other liquid assets,  operating cash flows
and available bank borrowings,  taken together,  provide  adequate  resources to
fund ongoing operating requirements.


Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for  forward-looking  statements made by or on the behalf of the Company.
Forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially  different from any future results,  performance or
achievements  expressed or implied by such forward-looking  statements.  Various
risks  that  could  cause  future  results to differ  from  those  expressed  by
forward-looking  statements include, but are not limited to: changes in economic
conditions  in the US (both general and relative to the  advertising  industry);
fluctuations  in  interest  rates;  changes in industry  conditions;  changes in
operating performance;  shifts in population and other demographics;  changes in
the level of competition  for  advertising  dollars;  technological  changes and
innovations;  changes in  government  regulations  and  policies  and actions of
regulatory  bodies;  changes in tax rates and access to capital  markets.  These
statements  are  based on  management's  views and  assumptions  at the time the
statements  are made,  however  no  assurances  can be given  that  management's
expectations will come to pass.

                                     - 12 -



Item 7A. Qualitative and Quantitative Disclosures about Market Risk

The Company is exposed to market risk related to changes in interest rates.  The
Company does not use derivative financial instruments.

The interest rate on the Company's outstanding  borrowings is based on the prime
rate plus an applicable margin of up to .25%, or LIBOR plus an applicable margin
of up to  1.25%,  as  chosen  by the  Company.  Historically,  the  Company  has
typically chosen the LIBOR option with a three month maturity.

Item 8. Financial Statements and Supplementary Data

The Consolidated Financial Statements and the related notes and schedules of the
Company are indexed on page F-1 of this Report, and attached hereto as pages F-1
through F-17 and by this reference incorporated herein.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None.

                                     - 13 -



                                    PART III


Item 10. Directors and Executive Officers of the Registrant

This information is incorporated by reference to the Company's  definitive proxy
statement to be filed  pursuant to Regulation  14A not later than 120 days after
the end of the Company's fiscal year.


Item 11. Executive Compensation

This information is incorporated by reference to the Company's  definitive proxy
statement to be filed  pursuant to Regulation  14A not later than 120 days after
the end of the Company's fiscal year.


Item 12. Security Ownership of Certain Beneficial Owners and Management

This information is incorporated by reference to the Company's  definitive proxy
statement to be filed  pursuant to Regulation  14A not later than 120 days after
then end of the Company's fiscal year.

Item 13. Certain Relationships and Related Transactions

This information is incorporated by reference to the Company's  definitive proxy
statement to be filed  pursuant to Regulation  14A not later than 120 days after
the end of the Company's fiscal year.

                                     - 14 -



                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Documents filed as part of this Report on Form 10-K

     1. Financial statements and schedules to be filed thereunder are indexed on
        page F-1 hereof.

      2.   Exhibits

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    Bylaws of Registrant as currently in effect. (10)
*10.1    Employment 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.
 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)
*10.7    Amendment  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, between Registrant
         and Infinity Broadcasting  Corporation. (13)
 10.9    Representation Agreement, dated as of March 31, 1997, between
         Registrant and CBS, Inc. (11)
 10.10   Westwood One Amended 1999 Stock Incentive Plan. (13)
 10.11   Westwood One, Inc. 1989 Stock Incentive Plan. (6)
 10.12   Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive
         Plan. (7) (9)
 10.13   Leases,  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)
 10.14   Lease,  dated December 18, 1991,  between  Valencia  Paragon
         Associates,  Ltd.,  and Unistar  Communications Group, Inc. relating to
         Valencia, California offices. (8)
 22      List of Subsidiaries
 24      Consent of Independent Accountants
 27      Financial Data Schedule
**********************
* Indicates a management contract or compensatory plan.

                                     - 15 -



(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 (File
         Number 0-13020),  and  incorporated herein by reference.
(4)      Filed as part of  Registrant's  September 25, 1986 proxy  statement
         (File Number  0-13020) and  incorporated herein by reference.
(5)      Filed an exhibit to  Registrant's  current report on Form 8-K dated
         September 4, 1987 (File Number  0-13020)and incorporated herein by
         reference.
(6)      Filed as part of Registrant's  March 27, 1992 proxy statement (File
         Number 0-13020) and  incorporated  herein by reference.
(7)      Filed as an exhibit to Registrant's  July 20, 1994 proxy  statement
         (File Number 0-13020) 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 (File Number 0-13020) and
         incorporated herein by reference.
(9)      Filed as an exhibit to  Registrant's  May 17, 1996 proxy  statement
         (File Number 0-13020) 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 (File Number 0-13020) 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 (File Number 0-13020) 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 (File Number 0-13020) and
         incorporated herein by reference.
(13)     Filed as an exhibit to Registrant's  August 24, 1999 proxy  statement
         (File Number 0-13020) and  incorporated herein by reference.
(14)     Filed as an exhibit to  Registrant's  current report on Form 8-K dated
         October 1, 1999 (File Number  0-13020) 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 (File Number 0-13020) and
         incorporated herein by reference.

(b) Reports on Form 8-K

         None.

                                     - 16 -


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

March 27, 2001                   By /S/ FARID SULEMAN
                                 --------------------
                                 Farid Suleman
                                 Director, Secretary and Chief Financial Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.



                                                                          
         Signature                          Title                               Date
Principal Executive Officer:

 JOEL HOLLANDER                              Director, President and            March 27, 2001
----------------------------------
Joel Hollander                                Chief Executive Officer

Principal Financial Officer and
  Chief Accounting Officer:

 FARID SULEMAN                               Director, Secretary and            March 27, 2001
----------------------------------
Farid Suleman                                 Chief Financial Officer

Additional Directors:

 NORMAN J. PATTIZ                            Chairman of the Board of           March 27, 2001
----------------------------------
Norman J. Pattiz                              Directors


 DAVID L. DENNIS                             Director                           March 27, 2001
----------------------------------
David L. Dennis


 GERALD GREENBERG                            Director                           March 27, 2001
----------------------------------
Gerald Greenberg


 DENNIS HOLT                                 Director                           March 27, 2001
----------------------------------
Dennis Holt


 MARIA D. HUMMER                             Director                           March 27, 2001
----------------------------------
Maria D. Hummer


 MEL A. KARMAZIN                             Director                           March 27, 2001
----------------------------------
Mel A. Karmazin


 STEVEN A. LERMAN                            Director                           March 27, 2001
----------------------------------
Steven A. Lerman


 DAVID SAPERSTEIN                            Director                           March 27, 2001
----------------------------------
David Saperstein


 JOSEPH B. SMITH                             Director                           March 27, 2001
----------------------------------
Joseph B. Smith


                                     - 17 -



                               WESTWOOD ONE, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES



1.    Consolidated Financial Statements                               Page
                                                                      ----
      --Report of Independent Accountants                             F-2

      --Consolidated Balance Sheets at December 31, 2000
        and 1999                                                      F-3

      --Consolidated Statements of Operations for the years
        ended December 31, 2000, 1999 and 1998                        F-4

      --Consolidated Statements of Shareholders' Equity
        for the years ended December 31, 2000, 1999 and 1998          F-5

      --Consolidated Statements of Cash Flows for the years
        ended December 31, 2000, 1999 and 1998                        F-6

      --Notes to Consolidated Financial Statements                    F-7 - F-16




2.    Financial Statement Schedules:

      V.  -Valuation and Qualifying Accounts                          F-17

All other  schedules  have been  omitted  because they are not  applicable,  the
required  information is immaterial,  or the required information is included in
the consolidated financial statements or notes thereto.




                               WESTWOOD ONE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Dollars in thousands, except share and per share amounts)

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders
of Westwood One, Inc.

     In  our  opinion,  the  consolidated  financial  statements  listed  in the
accompanying  index  present  fairly,  in all material  respects,  the financial
position of Westwood  One,  Inc. and its  subsidiaries  at December 31, 2000 and
1999,  and the results of their  operations and their cash flows for each of the
three years in the period ended  December 31, 2000 in conformity  with generally
accepted accounting  principles in the United States of America. In addition, in
our opinion,  the financial  statement schedule listed in the accompanying index
presents  fairly,  in all material  respects,  the information set forth therein
when read in conjunction  with the related  consolidated  financial  statements.
These   financial   statements   and  financial   statement   schedule  are  the
responsibility of the Company's management;  our responsibility is to express an
opinion on these financial  statements and financial statement schedule based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


/S/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PricewaterhouseCoopers LLP


New York, New York
February 15, 2001



                                      F-2


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





                                                                                            December 31,
                                                                                                   

                                                                                   2000                    1999
                                                                                   ----                    ----
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                     $    6,757               $ 10,626
  Accounts receivable, net of allowance for doubtful accounts
     of $9,356 (2000) and $7,714 (1999)                                            135,550                145,833
  Other current assets                                                              11,574                 11,389
                                                                                ----------               --------
                       Total Current Assets                                        153,881                167,848
PROPERTY AND EQUIPMENT, NET                                                         58,052                 55,957
INTANGIBLE ASSETS, NET                                                           1,055,727              1,078,587
OTHER ASSETS                                                                        17,896                 30,761
                                                                                ----------              ---------
                               TOTAL ASSETS                                     $1,285,556             $1,333,153
                                                                                ==========             ==========

                                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                              $   22,103                $21,356
  Amounts payable to affiliates                                                     26,542                 19,830
  Other accrued expenses and liabilities                                            79,557                 76,819
  Current maturity of long-term debt                                                10,000                 10,000
                                                                                ----------             ----------
                  Total Current Liabilities                                        138,202                128,005
LONG-TERM DEBT                                                                     168,000                158,000
DEFERRED INCOME TAXES                                                               15,568                  8,939
OTHER LIABILITIES                                                                   13,894                 18,434
                                                                                ----------             ----------
                          TOTAL LIABILITIES                                        335,664                313,378
                                                                                ----------             ----------
COMMITMENTS AND CONTINGENCIES                                                        -                      -
SHAREHOLDERS' EQUITY
  Preferred stock: authorized 10,000,000 shares, none outstanding                    -                      -
  Common stock, $.01 par value: authorized,  300,000,000 shares;
    issued and outstanding, 129,299,636 (2000) and 127,897,500 (1999)                1,293                  1,279
  Class B stock, $.01 par value: authorized,  3,000,000 shares:
    issued and outstanding, 703,466 (2000 and 1999)                                      7                      7
  Additional paid-in capital                                                     1,194,118              1,171,370
  Retained earnings                                                                 66,671                 24,388
  Accumulated other comprehensive income (loss)                                     (3,635)                 7,862
                                                                                -----------            ----------
                                                                                 1,258,454              1,204,906
  Less treasury stock, at cost; 21,611,450 (2000) and 16,421,450 (1999) shares    (308,562)              (185,131)
                                                                                ----------             ----------
                 TOTAL SHAREHOLDERS' EQUITY                                        949,892              1,019,775
                                                                                ----------             ----------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $1,285,556             $1,333,153
                                                                                ==========             ==========





          See accompanying notes to consolidated financial statements.
                                      F - 3




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




                                                                                        Year Ended December 31,
                                                                                                       
                                                                                  2000           1999            1998
                                                                                  ----           ----            ----
GROSS REVEBYES                                                                  $644,774        $414,959        $298,888
  Less Agency Commissions                                                         91,081          56,654          39,578
                                                                                --------        --------        --------
NET REVENUES                                                                     553,693         358,305         259,310
                                                                                --------        --------        --------
Operating Costs and Expenses Excluding
  Depreciation and Amortization                                                  380,346         261,538         202,138
Depreciation and Amortization                                                     62,104          30,214          18,409
Corporate General and Administrative Expenses                                      7,749           5,756           4,858
Nonrecurring Items, Net Expense                                                     -               -                551
                                                                                --------        --------        --------
                                                                                 450,199         297,508         225,956
                                                                                --------        --------        --------
OPERATING INCOME                                                                 103,494          60,797          33,354
Interest Expense                                                                  10,785          12,150          10,340
Other Income                                                                        (659)           (610)           (432)
                                                                                ---------       --------        --------
INCOME BEFORE TAXES                                                               93,368          49,257          23,446
INCOME TAXES                                                                      51,085          25,370          10,400
                                                                                --------        --------        --------
NET INCOME                                                                      $ 42,283        $ 23,887        $ 13,046
                                                                                ========        ========        ========
INCOME PER SHARE:
  Basic                                                                            $ .38           $ .33           $ .22
  Diluted                                                                          $ .36           $ .30           $ .20

WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic                                                                          110,640          72,168          60,196
  Diluted                                                                        115,864          78,930          66,868


















          See accompanying notes to consolidated financial statements.
                                      F - 4


                               WESTWOOD ONE, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (In thousands)

 


                                                                                       
                                                                                                 Accumul'd
                                                                                                   Other     Treasury
                                       Preferred   Common Stock  Class B Stock   Add'l   Retained   Comp       Stock        Total
                                       ---------   ------------  -------------  Paid-in  Earnings  Income      -----   Shareholders'
                                     Shares Amount Shares Amount Shares Amount  Capital  (Deficit) (Loss)  Shares  Amount  Equity
                                     ------ -----  ------ ------ ------ ------  -------  -------- ------   ------  ------  ------
BALANCE AT DECEMBER 31, 1997              -    -   34,640   $347    352   $4   $201,759 ($11,903)    -     3,272   65,529  $124,678
 Net income for 1998                      -    -      -      -      -      -       -      13,046             -       -       13,046
 Issuance of common stock under
   stock option plans                     -    -      322      3    -      -      4,929     -        -       -       -        4,932
 Purchase of treasury stock               -    -      -      -      -      -       -        -        -     3,375   65,438   (65,438)
                                      ----- -----  ------  -----  -----   ---   --------  ------  ------  ------  -------   -------
BALANCE AT DECEMBER 31, 1998              -    -   34,962    350    352    4     206,688   1,143    -      6,647  130,967    77,218
 Components of comprehensive income:
   Net income for 1999                    -    -      -      -      -      -       -      23,887    -       -        -       23,887
   Unrealized holding gain in equity
      securities net of tax               -    -      -      -      -      -       -        -      7,862    -        -        7,862
                                      ----- -----  ------  -----  -----   ---   --------  ------  ------  ------  -------   -------
Total comprehensive income                -    -      -      -      -      -       -      23,887   7,862    -        -       31,749
 Issuance of common stock                 -    -   25,112    251    -      -     925,304    -       -       -        -      925,555
 Issuance of common stock under warrants  -    -    3,000     30    -      -       8,970    -       -       -        -        9,000
 Issuance of common stock under
   stock option plans                     -    -      875      9    -      -      23,648    -       -       -        -       23,657
 Issuance of warrants                     -    -      -      -      -      -       6,760    -       -       -        -        6,760
 Purchase of treasury stock               -    -      -      -      -      -       -        -       -      1,564   54,164   (54,164)
 Two-for-one stock split                  -    -   63,949    639    352    3       -        (642)   -      8,211     -          -
                                      ----- -----  ------  -----  -----   ---   --------- -------  ------ ------  ------- ---------
BALANCE AT DECEMBER 31, 1999              -    -  127,898  1,279    704    7   1,171,370  24,388   7,862  16,422  185,131 1,019,775
Components of comprehensive income:
   Net income for 2000                    -    -      -      -      -      -       -      42,283    -       -        -       42,283
   Unrealized holding gain (loss) in
     equity securities net of tax         -    -      -      -      -      -       -        -    (11,497)   -        -      (11,497)
                                      ----- -----  ------ ------  -----   ---   --------- ------- ------  ------ --------   -------
 Total comprehensive income               -    -      -      -      -      -       -      42,283 (11,497)   -        -       30,786
 Issuance of common stock under
   stock option plans                     -    -    1,402     14    -      -      22,748    -       -       -        -       22,762
 Purchase of treasury stock               -    -      -      -      -      -       -        -       -     5,190   123,431  (123,431)
                                      ----- -----  ------ ------  -----   ---   --------- ------- ------- ------  -------- --------
BALANCE AT DECEMBER 31, 2000              -    -  129,300 $1,293    704   $7  $1,194,118 $66,671 ($3,635)21,612  $308,562  $949,892
                                      ===== ===== =======  =====  =====   ===  =========  ======   ===== ======   =======   =======






           See accompanying notes to consolidated financial statements
                                      F - 5




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




                                                                                       Year Ended December 31,
                                                                                                      

                                                                                2000           1999           1998
                                                                                ----           ----           ----

CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                                    $ 42,283        $23,887        $13,046
  Adjustments to reconcile net income to net cash provided by
     operating activities:
        Depreciation and amortization                                             62,104         30,214         18,409
        Deferred taxes                                                            13,144         11,451          8,496
        Other                                                                        329            314            315
                                                                                --------        -------        -------
                                                                                 117,860         65,866         40,266
        Changes in assets and liabilities:
           Increase (decrease) in accounts receivable                              8,976        (26,271)        (7,637)
           Decrease (increase) in other current assets                              (179)        (1,978)         1,104
           Increase in accounts payable and accrued liabilities                   29,735         16,720          8,982
                                                                                --------        -------        -------
                  Net Cash Provided By Operating Activities                      156,392         54,337         42,715
                                                                                --------        -------        -------
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of companies and other                                             (46,280)         6,105        (30,987)
  Capital expenditures                                                            (9,201)        (6,084)        (1,945)
                                                                                --------        -------        -------
                  Net Cash (Used For) Provided By Investing Activities           (55,481)            21        (32,932)
                                                                                --------        -------        -------
                  CASH PROVIDED BEFORE FINANCING ACTIVITIES                      100,911         54,358          9,783
                                                                                --------        -------        -------
CASH FLOW FROM FINANCING ACTIVITIES:
  Debt repayments and payments of capital lease obligations                       (3,404)       (14,973)        (2,758)
  Borrowings under bank and other long-term obligations                           10,000            -           55,000
  Issuance of common stock                                                        13,028         22,856          3,199
  Repurchase of common stock and warrants                                       (123,431)       (54,164)       (65,438)
  Deferred financing costs                                                          (973)           -              -
                                                                                --------        -------        -------
                  Net Cash (Used For) Financing Activities                      (104,780)       (46,281)        (9,997)
                                                                                --------        -------        -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (3,869)         8,077           (214)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  10,626          2,549          2,763
                                                                                --------        -------        -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $6,757        $10,626         $2,549
                                                                                ========        =======        =======









          See accompanying notes to consolidated financial statements.
                                       F-6






NOTE 1 - Summary of Significant Accounting Policies:

Nature of Business
Westwood  One,  Inc.  and  subsidiaries  (the  "Company")  is in the business of
selling commercial airtime to advertisers.

Principles of Consolidation
The consolidated  financial  statements include the accounts of all majority and
wholly-owned subsidiaries.

Revenue Recognition
Revenue is recognized when commercial advertisements are broadcast.

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements  and revenue and  expenses  during the  reporting  period.
Actual results may differ from those estimates.

Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of
less than  three  months to be cash  equivalents.  The  carrying  amount of cash
equivalents  approximates  fair  value  because of the short  maturity  of these
instruments.

Depreciation
Depreciation  is computed  using the  straight  line  method over the  estimated
useful lives of the assets, as follows:

             Buildings and improvements                      40 years
             Recording and studio equipment                  5 - 10 years
             Capitalized leases                              Term of lease
             Furniture and equipment and other               3 - 10 years

Intangible Assets
Intangible  assets are amortized over periods  ranging from five to forty years.
At each balance  sheet date,  the Company  determines  whether an  impairment of
Intangible Assets has occurred based upon expectations of undiscounted broadcast
cash  flow.  Broadcast  Cash  Flow is based  on the  consolidated  statement  of
operations,  calculated by  subtracting  from net revenue,  operating  costs and
expenses excluding  depreciation and amortization.  To date, the Company has not
experienced an impairment in any of its intangible assets.  However, should such
an impairment  exist, the impairment will be measured as the amount by which the
carrying  amount of the asset exceeds its fair value, as defined by Statement of
Financial  Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of".

Stock-Based Compensation
Statement of Financial Accounting Standards No. 123 ("FAS 123"), "Accounting for
Stock-Based  Compensation," encourages, but does not require companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has chosen to continue to account for stock-based compensation using the
intrinsic value method prescribed in Accounting  Principles Board Opinion No. 25
("APB  25"),   "Accounting   for  Stock  Issued  to   Employees,"   and  related
Interpretations.

                                      F-7



Income Taxes
The Company  uses the asset and  liability  method of financial  accounting  and
reporting  for income  taxes  required  by  Statement  of  Financial  Accounting
Standards No. 109 ("FAS 109"),  "Accounting  for Income  Taxes".  Under FAS 109,
deferred  income taxes reflect the tax impact of temporary  differences  between
the amount of assets and liabilities recognized for financial reporting purposes
and the amounts recognized for tax purposes.

Earnings per Share
Basic  earnings per share  excludes all  dilution  and is  calculated  using the
weighted  average  number of common shares  outstanding  in the period.  Diluted
earnings per share amounts are based upon the weighted  average number of common
and common  equivalent  shares  outstanding  during the year.  Common equivalent
shares are related to warrants and stock options. The following number of common
equivalent  shares were added to the basic weighted  average shares  outstanding
for each period:

                                      2000            1999           1998
                                      ----            ----           ----
          Warrants                 1,431,000       4,578,000      5,297,000
          Options                  3,793,000       2,184,000      1,375,000

Common   equivalent   shares  are   excluded   in  periods  in  which  they  are
anti-dilutive.  The  following  options were excluded  from the  calculation  of
diluted  earnings  per share  because the  exercise  price was greater  than the
average market price of the Company's Common Stock for the years presented:

                                     2000             1999           1998
                                     ----             ----           ----
          Options                  1,350,000         960,000      2,680,000


The per share exercise prices of the options were  $32.25-$40.70 in 2000, $22.57
in 1999 and $13.00-$15.00 in 1998.

Reclassification
Certain   amounts  have  been   reclassified   to  be  comparable  to  the  2000
presentation.

NOTE 2 - Acquisitions of Businesses:

In May 1998,  the Company  acquired the operating  assets of the Shadow  Traffic
operations in Baltimore,  Boston, Dallas, Detroit,  Houston, Miami,  Sacramento,
San Diego,  San Francisco and Washington,  D.C. for  approximately  $20,000 plus
costs and the assumption of certain obligations, including severance obligations
and  obligations  to  provide  third  parties  with  commercial   airtime.   The
acquisition  was accounted  for as a purchase,  and  accordingly,  the operating
results are included  with those of the Company  from May 1, 1998.  The purchase
price has been allocated to the assets and  liabilities  acquired based on their
respective fair values.  The intangible  assets acquired as part of the purchase
are being amortized over 20 years.

On September  22,  1999,  the Company  acquired  all the issued and  outstanding
common and preferred stock of Metro Networks, Inc. ("Metro"). Under the terms of
the merger, each outstanding share of Metro was converted into 1.5 shares of the
Company's common stock and each outstanding  share of Metro Series A Convertible
Preferred  Stock was  converted  into 1.5  shares of a  corresponding  series of
preferred stock of the Company.  Accordingly,  the Company issued  approximately
50,224,000  shares of its  Common  Stock and  3,824,625  shares of its  Series A
Convertible  Preferred Stock.  Based on the value of the shares issued and to be
issued and expense of the acquisition,  which included  investment banking fees,
professional  fees,  severance  costs  and  costs  of  eliminating   duplicative
facilities,  the purchase price aggregated approximately $954,093.  Goodwill and
intangible assets  associated with the transaction  approximated  $867,160.  The

                                      F-8




acquisition  was accounted  for as a purchase,  and  accordingly,  the operating
results are included  with those of the Company  from  September  22, 1999.  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 are being  amortized  over 25 years.  The unaudited pro forma  combined
historical  results  for Net  revenues,  Net Income and Income per share,  as if
Metro had been acquired at the beginning of 1999,  are estimated to be $491,762,
$8,274 and $.08 per basic share and $.07 per diluted  share,  respectively.  The
pro forma results include amortization of the intangible assets and the issuance
of the additional shares.  The pro forma results are not necessarily  indicative
of what actually would have occurred if the acquisition had been completed as of
the beginning of 1999, nor are they indicative of future consolidated results.

On November 17, 2000,  the Company  acquired the operating  assets of SmartRoute
Systems,  Inc. for $24,250 plus costs and the assumption of certain obligations,
including loss contracts.  The acquisition was accounted for as a purchase,  and
accordingly,  the operating  results are included with those of the Company from
November  18,  2000.  The  purchase  price has been  allocated to the assets and
liabilities acquired based on their respective fair values. The intagible assets
acquired  as part of the  purchase  are being  amortized  over  periods up to 10
years.

NOTE 3 - Property and Equipment:

Property and equipment is recorded at cost and is summarized as follows at:

                                                             December 31,
                                                      --------------------------
                                                        2000               1999
                                                        ----               ----
   Land, buildings and improvements.................. $12,097            $11,558
   Recording and studio equipment....................  45,234             35,934
   Capitalized leases................................  11,123             11,123
   Furniture and equipment and other.................  21,416             16,824
                                                       ------             ------
                                                       89,870             75,439
   Less:  Accumulated depreciation and amortization..  31,818             19,482
                                                       ------             ------
          Property and equipment, net................ $58,052            $55,957
                                                      =======            =======

Depreciation expense was $13,188 in 2000, $7,304 in 1999 and $5,138 in 1998.

NOTE 4 - Intangible Assets:


Intangible assets are summarized as follows at:

                                                                December 31,
                                                          ----------------------
                                                             2000         1999
                                                             ----         ----

Goodwill, less accumulated amortization of $97,476 (2000)
  and $55,318 (1999) ...................................  $1,026,502  $1,045,904

Other identifiable intangible assets, less accumulated
  amortization of $25,484 (2000) and $22,025 (1999).....      29,225      32,683
                                                           ---------   ---------
      Intangible assets, net............................  $1,055,727  $1,078,587
                                                          ==========  ==========

                                      F-9



                               WESTWOOD ONE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Dollars in thousands, except share and per share amounts)


NOTE 5 - Debt:

Long-term debt consists of the following at:

                                                                December 31,

                                                            2000          1999
                                                            ----          ----

Revolving Credit Facility/Term Loan.............         $168,000       $158,000
                                                         ========       ========

The Company's  amended senior loan  agreement with a syndicate of banks,  led by
Chase  Manhattan  Bank,  provides for an  unsecured  $277,000  revolving  credit
facility and an unsecured  $65,000 term loan (the  "Facility").  The Facility is
available until September 30, 2004,  however,  the facility contains  provisions
which require  mandatory  reductions  in the amount of the facility  starting in
September  1999 ($7,000 per quarter in 2001).  At December 31, 2000, the Company
had available borrowings under the Facility of $164,000.  Interest is payable at
the  prime  rate  plus an  applicable  margin  of up to .25%  or  LIBOR  plus an
applicable margin of up to 1.25%, at the Company's option. At December 31, 2000,
the  applicable  margin was LIBOR plus .50% -.625%.  At December  31, 2000,  the
Company had borrowed  $113,000 under the revolving  credit  facility and $65,000
under the term loan at a  weighted-average  interest rate of 7.1%.  The Facility
contains  covenants  relating  to  dividends,   liens,   indebtedness,   capital
expenditures and interest coverage and leverage ratios.

The  aggregate  maturities  of debt  for the next  five  years  and  thereafter,
pursuant to the Company's debt agreements as in effect at December 31, 2000, are
as follows:

              Year

              2001................................        $ 10,000
              2002................................          15,000
              2003................................          20,000
              2004................................         133,000
              2005................................            -
                                                           -------
                                                          $178,000
                                                          ========

The fair value of debt approximates its carrying value.

NOTE 6 - Shareholders' Equity:

The authorized  capital stock of the Company  consists of Common stock,  Class B
stock and Preferred stock.  Common stock is entitled to one vote per share while
Class B stock is entitled to 50 votes per share.

In  conjunction  with the renewal of the  Company's  Management  Agreement  with
Infinity.  Infinity was granted warrants to purchase  2,000,000 shares of Common
Stock at $10.00  per share and  2,000,000  shares of Common  Stock at $12.50 per
share.  Vesting of the warrants was  contingent  upon the Company's  stock price
exceeding  predetermined  levels  for  20 out of 30  consecutive  trading  days.
Infinity was vested in all warrants at December 31, 2000. The warrants expire on
March 31, 2009.

The Company  effected a two-for-one  split of its Common Stock and Class B Stock
on March 22, 2000.


                                      F-10




On  September  22, 1999 the Company  completed  its merger with Metro and issued
approximately  50,224,000 shares of its Common Stock and 3,824,625 shares of its
Series A Convertible  Preferred Stock.  The Westwood  preferred stock was issued
subject to a stock loan and pledge agreement with the preferred shareholder.  In
December 1999, the Company's Series A Convertible  Preferred Stock was converted
to Common Stock and the related loan of Common Stock was repaid.

NOTE 7 - Stock Options:

The Company has stock option plans  established  in 1989 and 1999 which  provide
for the granting of options to directors, officers and key employees to purchase
stock at its market  value on the date the options are  granted.  Under the 1989
Plan,  12,600,000  shares were reserved for grant through March 1999.  This plan
expired, but certain previous grants remain outstanding at December 31, 2000. On
September 22, 1999, the stockholders ratified the Company's 1999 stock incentive
plan  which  authorized  the grant of up to  8,000,000  shares of Common  Stock.
Options granted  generally become  exercisable  after one year in 20% increments
per year and expire within ten years from the date of grant.

The Company  applies APB 25 and related  interpretations  in accounting  for its
plans.  Accordingly,  no compensation  expense has been recognized for its stock
option plans.  Had  compensation  cost been  determined  in accordance  with the
methodology  prescribed  by FAS 123, the  Company's  net income and earnings per
share  would  have been  reduced  by  approximately  $5,709  ($.05 per basic and
diluted  share) in 2000,  $3,606 ($.05 per basic and diluted  share) in 1999 and
$3,052 ($.05 per basic and diluted  share) in 1998.  The  weighted  average fair
value of the  options  granted in 2000,  1999 and 1998 is  estimated  at $15.46,
$8.84 and  $4.97,  respectively,  on the date of grant  using the  Black-Scholes
option pricing model with the following weighted average assumptions:

                                                     2000        1999      1998
                                                     ----        ----      ----
    Weighted Average Risk Free Interest Rate         7.0%        5.3%      5.4%
    Expected Life (In Years)...........              5           5         5
    Expected Volatility ...............             50.7%       51.3%      35.9%
    Expected Dividend Yield ...........               -           -         -
    Epected Forfeitures per Year ......              1%          1%        1%



                                      F-11




Information concerning options outstanding under the Plan is as follows for:



                                                                                         

                                                             Year Ended December 31,
                                      -----------------------------------------------------------------------------
                                              2000                        1999                       1998
                                      -----------------------------------------------------------------------------
                                                    Weighted                     Weighted                  Weighted
                                                     Average                     Average                   Average
                                                    Exercise                     Exercise                  Exercise
                                       Shares         Price         Shares        Price        Shares       Price
                                       ------         -----         ------        -----        ------       -----

Outstanding at beginning of
  period ....................           13,242,758    $11.39         6,820,000     $ 9.89       6,021,000    $ 8.74
Granted during the period..              1,929,000    $29.00         2,210,000     $17.28       1,600,000    $12.15
Metro options converted to
  Westwood One options.......                -           -           6,125,458     $ 9.89           -         -
Exercised during the period             (1,402,136)   $ 9.79        (1,748,700)    $ 7.93        (491,000)   $ 4.15
Forfeited during the period               (247,334)   $13.71          (164,000)    $ 8.97        (310,000)   $ 8.40
                                        ----------                 -----------                  ---------
Outstanding at end of period            13,522,288    $14.03        13,242,758     $11.39       6,820,000    $ 9.89
                                        ==========                  ==========                  =========
Available for new stock
  options at end of period...            5,037,000                   6,940,000                  1,764,000
                                        ==========                   =========                  =========


At December 31, 2000,  options to purchase 6,688,288 shares of common stock were
currently exercisable at a weighted average exercise price of $9.71.

The following table contains  additional  information with respect to options at
December 31, 2000:


                                                                                         

                                                                                                      Remaining
                                                                                      Weighted        Weighted
                                                                                       Average         Average
                                                                       Number of     Exercise       Contractual
                                                                        Options        Price      Life (In Years)
Options Outstanding at Exercise Price Ranges of:
     $  1.07 - $ 3.75....................                                245,000      $ 2.28            2.4
     $  4.88 - $ 6.38....................                              1,630,564      $ 5.11            4.3
     $  7.25 - $11.55....................                              4,266,852      $ 9.42            6.8
     $ 12.44 - $15.75....................                              4,420,372      $14.02            7.3
     $ 17.25 - $22.57....................                              1,609,500      $21.51            9.1
     $ 32.25 - $40.70....................                              1,350,000      $32.52            9.2
                                                                      ----------
                                                                      13,522,288      $14.03            7.1
                                                                      ==========



                                      F-12


NOTE 8 - Income Taxes:

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying amounts of assets and liabilities on the Company's  balance
sheet and the amounts used for income tax  purposes.  Significant  components of
the Company's deferred tax assets and liabilities follow:



                                                                   

                                                               December 31,
                                                           --------------------
                                                             2000          1999
                                                             ----          ----

  Deferred tax liabilities:
    Affiliation agreements...............................  $5,404        $6,149
    Difference between book and tax bases of assets......  25,348        10,730
    Other................................................     244         1,656
                                                           ------        ------
    Total deferred tax liabilities.......................  30,996        18,535
                                                           ------        ------
  Deferred tax assets:
    Accrued liabilities and reserves.....................  15,428         7,855
    Tax credits (AMT and ITC)............................    -            1,741
                                                           ------        ------
    Total deferred tax assets............................  15,428         9,596
                                                           ------        ------
    Net deferred tax liabilities......................... $15,568        $8,939
                                                          =======        ======


The components of the provision for income taxes follows:


                                                                            


                                                                 Year Ended December 31,
                                                          ----------------------------------

    Current                                                   2000         1999         1998
                                                              ----         ----         ----

        Federal.....................................       $30,688      $10,345       $  842
        State.......................................         7,253        3,574        1,062
                                                            ------       ------        -----
                                                            37,941       13,919        1,904
                                                            ------       ------        -----
    Deferred
        Federal.....................................        12,167       11,854        8,562
        State.......................................           977         (403)         (66)
                                                            ------       ------        -----
                                                            13,144       11,451        8,496
                                                            ------       ------        -----
    Income tax expense..............................       $51,085      $25,370      $10,400
                                                           =======      =======      =======



                                      F-13


The  reconciliation  of the federal  statutory  income tax rate to the Company's
effective income tax rate follows:
                                                      Year Ended December 31,
                                                   ----------------------------
                                                   2000        1999       1998
                                                   ----        ----       ----
            Federal statutory rate.............    35.0%        35.0%     35.0%
            State taxes net of federal benefit      3.3          5.1       4.4
            Nondeductible amortization of
              intangible assets................    16.4         11.1       5.4
            Other, net.........................       -           .3       (.4)
                                                   ----         ----      ----
            Effective tax rate.................    54.7%        51.5%     44.4%
                                                   =====        =====     =====

In 2000 and 1999,  $9,734  and  $9,800,  respectively,  of income  tax  benefits
attributable  to employee stock  transactions  were  allocated to  shareholders'
equity.

NOTE 9 - Nonrecurring Items:

In 1998,  the Company  incurred a charge for  nonrecurring  items which included
amounts  attributable to the  consolidation of the Company's news operations and
one-time costs  associated with  evaluating  various  strategic  alternatives to
enhance  shareholder  value  partially  offset by a settlement  with a satellite
carrier whereby the Company received a refund for past services,  resulting in a
gain of approximately $2,494. The costs associated with the consolidation of the
news operations  aggregated  $2,275 and were comprised of primarily of severance
costs and costs related to abandoned leases. Of the amounts accrued,  $1,699 was
paid in 1998, $288 was paid in 1999 and $288 was paid in 2000.


NOTE 10 - Related Party Transactions:

The  Company  is  managed  by  Infinity  Broadcasting  Corporation  ("Infinity")
pursuant to a five year  Management  Agreement  which expires on March 31, 2004.
Pursuant  to the  Management  Agreement,  the Company  paid or accrued  expenses
aggregating  $5,022 in 2000 ($3,613 in 1999 and $2,226 in 1998).  As part of the
Management Agreement, Infinity was given 4,000,000 warrants to acquire shares of
Common Stock after the Company's  Common Stock reached certain market prices per
share. Those warrants are fully vested.

On March 31, 1997, the Company entered into a Representation Agreement with CBS.
In addition, many of Infinity's radio stations are affiliated with the Company's
radio networks and the Company purchases several programs from Infinity.  During
2000 the Company incurred  expenses  aggregating  approximately  $77,578 for the
Representation Agreement and Infinity affiliations and programs ($70,241 in 1999
and $67,612 in 1998).



                                      F-14


NOTE 11 - Commitments and Contingencies:

The Company has various  non-cancelable,  long-term  operating leases for office
space and  equipment.  In  addition,  the  Company is  committed  under  various
contractual  agreements to pay for talent,  broadcast rights,  research, the CBS
Representation  Agreement  and  the  Management  Agreement  with  Infinity.  The
approximate aggregate future minimum obligations under such operating leases and
contractual agreements for the five years after December 31, 2000, are set forth
below:

            Year
            ----

            2001..................................                    $ 63,135
            2002..................................                      57,466
            2003..................................                      48,382
            2004..................................                      26,555
            2005..................................                       9,845
                                                                      --------
                                                                      $205,383
                                                                      ========
NOTE 12 - Supplemental Cash Flow Information:

Supplemental Information on cash flows, is summarized as follows:

                                                   Year Ended December 31,
                                             ----------------------------------

                                              2000           1999         1998
                                              ----           ----         ----
Cash paid for:

   Interest..............................    $11,017        $10,712     $10,119

   Income taxes................... ......     28,569          3,634         883

The Company had certain  non-cash  investing and  financing  activities in 2000,
1999 and 1998.  During 1999,  the Company  merged with Metro (see Notes 2 and 6)
issuing approximately 50,224,000 shares of its Common Stock and 3,824,625 shares
of Series A  Convertible  Preferred  Stock in  exchange  for all the  issued and
outstanding shares of common and preferred stock of Metro.  During 1998, $11,430
of lease assets and obligations were capitalized.



                                      F-15


NOTE 13 - Quarterly Results of Operations (unaudited):

The following is a tabulation of the unaudited  quarterly results of operations.
The quarterly  results are  presented for the years ended  December 31, 2000 and
1999.

(In thousands, except per share data)


                                                                                         

                                                       First       Second       Third       Fourth      For the
                                                       Quarter     Quarter      Quarter     Quarter       Year
                                                       -------     -------      -------     -------     ------

      2000
      ----
  Net revenues.....................................   $122,102     $136,501     $139,014    $156,076    $553,693
  Operating income.................................     12,247       27,494       24,180      39,573     103,494
  Net income.......................................      3,956       10,644        9,870      17,813      42,283
  Net income per share:
    Basic..........................................      $0.04        $0.10        $0.09       $0.16       $0.38
    Diluted........................................       0.03         0.09         0.09        0.16        0.36

      1999
      ----
  Net revenue......................................   $ 58,518     $ 66,353     $ 78,902    $154,532    $358,305
  Operating income.................................      1,637       11,478       14,380      33,302      60,797
  Net income (loss)................................       (662)       4,843        5,330      14,376      23,887
  Net income (loss) per share:
     Basic.........................................     $(0.01)      $ 0.09        $0.08       $0.13       $0.33
     Diluted.......................................      (0.01)        0.07         0.08        0.12        0.30



                                      F-16



                               WESTWOOD ONE, INC.
                          FINANCIAL STATEMENT SCHEDULE
                             (Dollars in thousands)


Schedule V - Valuation and Qualifying Accounts

Allowance for Doubtful Accounts


                                                                                         


                   Balance at           Additions                                  Deductions           Balance at
                  beginning of       Charged to costs        Charged to          Write-offs and           end of
                     period            and expenses        other accounts        other adjustments        period
                  ------------       ----------------      --------------        -----------------      ----------
   2000             $7,714              $12,112                   -                 ($10,470)              $9,356
   1999              3,720                3,356                $1,638 (1)             (1,000)               7,714
   1998              2,907                1,021                   -                     (208)               3,720

            (1) Acquired reserves as a result of Metro Networks acquisition.




                                      F-17