As filed with the Securities and Exchange Commission on December 11, 1998

                                             Registration No. 333-__________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

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

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

      9540 Washington Boulevard
       Culver City, California                                    90232
(Address of Principal Executive Offices)                        (Zip Code)
                              --------------------

 
                            1989 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                              --------------------

                                 JOEL HOLLANDER
                                  President and
                             Chief Executive Officer
                               Westwood One, Inc.
                            9540 Washington Boulevard
                          Culver City, California 90232
                                 (310) 204-5000
            (Name, address and telephone number of agent for service)
 
                              --------------------

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 300
                         Santa Monica, California 90401
                              --------------------

===============================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================

                                                          Proposed
     Title of             Amount           Proposed       Maximum
     Securities           of Shares        Maximum        Aggregate   Amount of
       to be                to be        Offering Price   Offering  Registration
     Registered           Registered       per Share        Price       Fee
-------------------------------------------------------------------------------

     Common Stock,
par value $.01 per share    4,000,000     $25.655 1   $102,620,000 1  $30,279.90
                            ---------     -------     ------------    ----------

-------------------------------------------------------------------------------

1    Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low reported  sale prices of a share of Common Stock of Westwood  One, Inc.
     (the "Company" or the "Registrant") on December 10, 1998 as reported by The
     Nasdaq Stock Market.

-------------------------------------------------------------------------------



<PAGE>


PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan  participants  as  specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the Commission as part of this Registration Statement.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Pursuant to General  Instruction E (Registration of Additional  Securities)
to Form S-8, the contents of the Registrant's  prior  Registration  Statement on
Form S-8  (file  number  033-28849)  filed  with  the  Securities  and  Exchange
Commission (the "Commission") on May 5, 1989 relating to 2,800,000 shares of the
Company's Common Stock, par value $.01 per share,  issuable upon the exercise of
options or other rights quaranteed under the Company's 1989 Stock Incentive Plan
are hereby incorporated herein by this reference.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  shares  of the  Company's  Common  Stock  registered
hereunder  will be passed upon for the Company by Bryan Cave LLP,  Santa Monica,
California.

Item 8.  Exhibits.

Exhibit
Number
-------

    4.1        Westwood One, Inc. 1989 Stock Incentive Plan**
    5.1        Opinion of Bryan Cave LLP
   23.1        Consent of PricewaterhouseCoopers LLP
   23.2        Consent of Bryan Cave LLP (included in Exhibit 5.1)
   24.1        Power of Attorney (see page 3 of this Registration Statement)
-------
**   Previously filed as an exhibit to the Registration Statement on Form S-8 
     (file number  033-28849)  filed  with the  Commission  on May 5, 1989 and
     hereby incorporated herein by this reference



<PAGE>


 
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Culver City, California, on December 11, 1998.

                        Westwood One, Inc.

                        By: /S/ JOEL HOLLANDER
                            --------------------------
                           Joel Hollander, President and Chief Executive Officer


                                       2


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes  and appoints Joel Hollander and Gary Yusko, or either
of them, his  attorneys-in-fact and agents, each with full power of substitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and  authority to do so and perform each and every act and
thing  requisite and necessary to be done in connection  with this  Registration
Statement,  as  fully to all  intents  and  purposes  as he might or could do in
person,   hereby   ratifying   and   confirming   all   that   either   of  said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                Title                                  Date
    ---------                -----                                  ----

/S/ JOEL HOLLANDER       President, Chief Executive Officer    December 11, 1998
----------------------   (principal executive officer)
Joel Hollander                          


/S/ NORMAN J. PATTIZ     Chairman of the Board                 December 11, 1998
----------------------
Norman J. Pattiz


/S/ FARID SULEMAN        Director, Chief Financial Officer     December 11, 1998
----------------------   (principal financial and accounting
Farid Suleman            officer)


/S/ MEL KARMAZIN         Director                              December 11, 1998
----------------------
Mel Karmazin


/S/ DAVID L. DENNIS      Director                              December 11, 1998
----------------------
David L. Dennis


/S/ JOSEPH B. SMITH       Director                             December 11, 1998
----------------------
Joseph B. Smith


/S/ GERALD B. GREENBERG   Director                             December 11, 1998
----------------------
Gerald B. Greenberg


/S/ STEPHEN A. LERMAN      Director                            December 11, 1998
----------------------
Stephen A. Lerman


/S/ PAUL G. KRASNOW        Director                            December 11, 1998
----------------------
Paul G. Krasnow


                                        3

<PAGE>



                                INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                               Numbered
Number                             Exhibit                              Page   
------                             -------                          ------------
 
4.1       Westwood One, Inc. 1989 Stock Incentive Plan**

5.1       Opinion of Bryan Cave LLP............................................

23.1      Consent of  PricewaterhouseCoopers LLP...............................

23.2      Consent of Bryan Cave LLP (included in Exhibit 5.1)..................

24.1      Power of Attorney (see page 3 of this Registration Statement)........
-------
**   Previously filed as an exhibit to the Registration Statement on Form S-8 
     (file number 033-28849) filed with the Commission on May 5, 1989 and hereby
     incorporated herein by this reference


                                        4




<PAGE>


                                   EXHIBIT 5.1





                                December 11, 1998


Westwood One, Inc.
9540 Washington Boulevard
Culver City, CA  90232

           Re: Westwood One, Inc. - Registration Statement on Form S-8
               -------------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel for Westwood  One,  Inc.,  a Delaware  corporation
(the "Company"),  in connection with the preparation of a registration statement
on Form S-8 (the "Registration  Statement") under the Securities Act of 1933, as
amended,   to  be  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  on December 11, 1998, in connection  with the  registration of an
aggregate of 4,000,000  shares of the Company's Common Stock, par value $.01 per
share  (collectively,  the "Shares"),  issuable upon the exercise of options and
other rights granted under the Company's 1989 Stock Incentive Plan (the "Plan").

     In connection  with the preparation of the  Registration  Statement and the
issuance  and sale of the Shares in  accordance  with the Plan and the  Form S-8
prospectus  to be delivered to  participants  in the Plan,  we have made certain
legal and factual  examinations and inquiries and examined,  among other things,
such documents, records, instruments, agreements, certificates and matters as we
have considered  appropriate and necessary for the rendering of this opinion. We
have assumed for the purpose of this opinion the  authenticity  of all documents
submitted  to us as  originals  and the  conformity  with the  originals  of all
documents  submitted  to us as copies,  and the  genuineness  of the  signatures
thereon. As to various questions of fact material to this opinion, we have, when
relevant facts were not independently established,  relied, to the extent deemed
proper by us, upon  certificates and statements of officers and  representatives
of the Company.

     Based on the foregoing and in reliance thereon,  it is our opinion that the
Shares have been duly  authorized,  and, when issued and sold in accordance with
the Plan and the  prospectus to be delivered to  participants  in the Plan,  the
Shares will be validly issued, fully paid and nonassessable.

<PAGE>


Westwood One, Inc.
December 11, 1998
Page 2


     We hereby  consent to the  inclusion  of our  opinion as Exhibit 5.1 to the
Registration  Statement and further consent to the reference to this firm in the
Registration  Statement.  In giving this consent, we do not admit that we are in
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Commission thereunder.

     This  opinion is rendered  solely for your benefit in  accordance  with the
subject  transaction  and is not to be  otherwise  used,  circulated,  quoted or
referred to without our prior written consent.  We are opining herein only as to
the internal (and not the conflict of law) laws of the States of California  and
Delaware,  and we assume no responsibility as to the applicability  thereto,  or
the effect thereon, of the laws of any other jurisdiction.

                                                     Very truly yours,




                                                     /S/ BRYAN CAVE LLP




<PAGE>


                                  EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated  February 18, 1998  appearing on page
F-2 of  Westwood  One,  Inc.'s Annual  Report on Form 10-K for the year  ended
December 31, 1997.



/S/ PRICEWATERHOUSECOOPERS LLP


Century City, California
December 9, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13574}]
{"company-data": {"conformed-name": "WESTWOOD ONE INC /DE/", "cik": "0000771950", "assigned-sic": "7900", "irs-number": "953980449", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68785", "film-number": "98768432"}, "business-address": {"street1": "9540 WASHINGTON BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90232", "phone": "3012045000"}, "mail-address": {"street1": "9540 WASHINGTON BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90232"}, "former-company": {"former-conformed-name": "WESTWOOD ONE DELAWARE INC /CA/", "date-changed": "19860408"}}
As filed with the Securities and Exchange Commission on December 11, 1998

                                             Registration No. 333-__________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

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

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

      9540 Washington Boulevard
       Culver City, California                                    90232
(Address of Principal Executive Offices)                        (Zip Code)
                              --------------------

 
                            1989 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                              --------------------

                                 JOEL HOLLANDER
                                  President and
                             Chief Executive Officer
                               Westwood One, Inc.
                            9540 Washington Boulevard
                          Culver City, California 90232
                                 (310) 204-5000
            (Name, address and telephone number of agent for service)
 
                              --------------------

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 300
                         Santa Monica, California 90401
                              --------------------

===============================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================

                                                          Proposed
     Title of             Amount           Proposed       Maximum
     Securities           of Shares        Maximum        Aggregate   Amount of
       to be                to be        Offering Price   Offering  Registration
     Registered           Registered       per Share        Price       Fee
-------------------------------------------------------------------------------

     Common Stock,
par value $.01 per share    4,000,000     $25.655 1   $102,620,000 1  $30,279.90
                            ---------     -------     ------------    ----------

-------------------------------------------------------------------------------

1    Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low reported  sale prices of a share of Common Stock of Westwood  One, Inc.
     (the "Company" or the "Registrant") on December 10, 1998 as reported by The
     Nasdaq Stock Market.

-------------------------------------------------------------------------------
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan  participants  as  specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the Commission as part of this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Pursuant to General  Instruction E (Registration of Additional  Securities)
to Form S-8, the contents of the Registrant's  prior  Registration  Statement on
Form S-8  (file  number  033-28849)  filed  with  the  Securities  and  Exchange
Commission (the "Commission") on May 5, 1989 relating to 2,800,000 shares of the
Company's Common Stock, par value $.01 per share,  issuable upon the exercise of
options or other rights quaranteed under the Company's 1989 Stock Incentive Plan
are hereby incorporated herein by this reference.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  shares  of the  Company's  Common  Stock  registered
hereunder  will be passed upon for the Company by Bryan Cave LLP,  Santa Monica,
California.

Item 8.  Exhibits.

Exhibit
Number
-------

    4.1        Westwood One, Inc. 1989 Stock Incentive Plan**
    5.1        Opinion of Bryan Cave LLP
   23.1        Consent of PricewaterhouseCoopers LLP
   23.2        Consent of Bryan Cave LLP (included in Exhibit 5.1)
   24.1        Power of Attorney (see page 3 of this Registration Statement)
-------
**   Previously filed as an exhibit to the Registration Statement on Form S-8 
     (file number  033-28849)  filed  with the  Commission  on May 5, 1989 and
     hereby incorporated herein by this reference
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Culver City, California, on December 11, 1998.

                        Westwood One, Inc.

                        By: /S/ JOEL HOLLANDER
                            --------------------------
                           Joel Hollander, President and Chief Executive Officer

                                       2
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes  and appoints Joel Hollander and Gary Yusko, or either
of them, his  attorneys-in-fact and agents, each with full power of substitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and  authority to do so and perform each and every act and
thing  requisite and necessary to be done in connection  with this  Registration
Statement,  as  fully to all  intents  and  purposes  as he might or could do in
person,   hereby   ratifying   and   confirming   all   that   either   of  said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                Title                                  Date
    ---------                -----                                  ----

/S/ JOEL HOLLANDER       President, Chief Executive Officer    December 11, 1998
----------------------   (principal executive officer)
Joel Hollander                          

/S/ NORMAN J. PATTIZ     Chairman of the Board                 December 11, 1998
----------------------
Norman J. Pattiz

/S/ FARID SULEMAN        Director, Chief Financial Officer     December 11, 1998
----------------------   (principal financial and accounting
Farid Suleman            officer)

/S/ MEL KARMAZIN         Director                              December 11, 1998
----------------------
Mel Karmazin

/S/ DAVID L. DENNIS      Director                              December 11, 1998
----------------------
David L. Dennis

/S/ JOSEPH B. SMITH       Director                             December 11, 1998
----------------------
Joseph B. Smith

/S/ GERALD B. GREENBERG   Director                             December 11, 1998
----------------------
Gerald B. Greenberg

/S/ STEPHEN A. LERMAN      Director                            December 11, 1998
----------------------
Stephen A. Lerman

/S/ PAUL G. KRASNOW        Director                            December 11, 1998
----------------------
Paul G. Krasnow

                                        3
INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                               Numbered
Number                             Exhibit                              Page   
------                             -------                          ------------
 
4.1       Westwood One, Inc. 1989 Stock Incentive Plan**

5.1       Opinion of Bryan Cave LLP............................................

23.1      Consent of  PricewaterhouseCoopers LLP...............................

23.2      Consent of Bryan Cave LLP (included in Exhibit 5.1)..................

24.1      Power of Attorney (see page 3 of this Registration Statement)........
-------
**   Previously filed as an exhibit to the Registration Statement on Form S-8 
     (file number 033-28849) filed with the Commission on May 5, 1989 and hereby
     incorporated herein by this reference

                                        4
EXHIBIT 5.1

                                December 11, 1998

Westwood One, Inc.
9540 Washington Boulevard
Culver City, CA  90232

           Re: Westwood One, Inc. - Registration Statement on Form S-8
               -------------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel for Westwood  One,  Inc.,  a Delaware  corporation
(the "Company"),  in connection with the preparation of a registration statement
on Form S-8 (the "Registration  Statement") under the Securities Act of 1933, as
amended,   to  be  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  on December 11, 1998, in connection  with the  registration of an
aggregate of 4,000,000  shares of the Company's Common Stock, par value $.01 per
share  (collectively,  the "Shares"),  issuable upon the exercise of options and
other rights granted under the Company's 1989 Stock Incentive Plan (the "Plan").

     In connection  with the preparation of the  Registration  Statement and the
issuance  and sale of the Shares in  accordance  with the Plan and the  Form S-8
prospectus  to be delivered to  participants  in the Plan,  we have made certain
legal and factual  examinations and inquiries and examined,  among other things,
such documents, records, instruments, agreements, certificates and matters as we
have considered  appropriate and necessary for the rendering of this opinion. We
have assumed for the purpose of this opinion the  authenticity  of all documents
submitted  to us as  originals  and the  conformity  with the  originals  of all
documents  submitted  to us as copies,  and the  genuineness  of the  signatures
thereon. As to various questions of fact material to this opinion, we have, when
relevant facts were not independently established,  relied, to the extent deemed
proper by us, upon  certificates and statements of officers and  representatives
of the Company.

     Based on the foregoing and in reliance thereon,  it is our opinion that the
Shares have been duly  authorized,  and, when issued and sold in accordance with
the Plan and the  prospectus to be delivered to  participants  in the Plan,  the
Shares will be validly issued, fully paid and nonassessable.
Westwood One, Inc.
December 11, 1998
Page 2

     We hereby  consent to the  inclusion  of our  opinion as Exhibit 5.1 to the
Registration  Statement and further consent to the reference to this firm in the
Registration  Statement.  In giving this consent, we do not admit that we are in
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Commission thereunder.

     This  opinion is rendered  solely for your benefit in  accordance  with the
subject  transaction  and is not to be  otherwise  used,  circulated,  quoted or
referred to without our prior written consent.  We are opining herein only as to
the internal (and not the conflict of law) laws of the States of California  and
Delaware,  and we assume no responsibility as to the applicability  thereto,  or
the effect thereon, of the laws of any other jurisdiction.

                                                     Very truly yours,

                                                     /S/ BRYAN CAVE LLP
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated  February 18, 1998  appearing on page
F-2 of  Westwood  One,  Inc.'s Annual  Report on Form 10-K for the year  ended
December 31, 1997.

/S/ PRICEWATERHOUSECOOPERS LLP

Century City, California
December 9, 1998