As filed with the Securities and Exchange Commission on October 22, 1999
                                                    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          (I.R.S. Employer Identification No.)
incorporation or organization)

                            9540 WASHINGTON BOULEVARD
                          CULVER CITY, CALIFORNIA 90232
                                 (310) 840-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                  WESTWOOD ONE, INC. 1999 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

                                  FARID SULEMAN
                             CHIEF FINANCIAL OFFICER
                               WESTWOOD ONE, INC.
                            9540 WASHINGTON BOULEVARD
                          CULVER CITY, CALIFORNIA 90232
                                 (212) 314-9215


                     (Name and address, including zip code,
        and telephone number, including area code, of agent for service)

                                    Copy to:

                             HOWARD CHATZINOFF, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities           Amount to be          Proposed Maximum     Proposed Maximum      Amount of Registration
to be Registered                            Registered           Offering Price        Aggregate Offering             Fee
                                                                  Per Share(1)            Price(1)
===================================================================================================================================
<S>                                        <C>              <C>     <C>                    <C>                     <C>
Common Stock, par value $.01 per share     4,000,000 shares (2)     $38.84375              $155,375,000            $43,194.25
===================================================================================================================================

(1)  Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
     of 1933, as amended, based upon the average of the high and low sales
     prices of the Registrant's Common Stock on the New York Stock Exchange on
     October 18, 1999.
(2)  Represents the registration of shares of Common Stock issuable under the
     Registrant's 1999 Stock Incentive Plan, as amended, pursuant to the
     exercise of options that may be granted thereunder.

</TABLE>

================================================================================
815832 v.5
<PAGE>

                                EXPLANATORY NOTE

           This Registration Statement is intended to register all shares to be
issued under the 1999 Stock Incentive Plan, as amended (the "Plan"), of Westwood
One, Inc., a Delaware corporation ("Westwood"). Pursuant to the Note to Part I
of Form S-8, the plan information specified by Part I of Form S-8 to be
contained in a Section 10(a) prospectus to be distributed to each optionee is
not being filed with the Securities and Exchange Commission (the "SEC"). Part II
contains information that is required in this Registration Statement pursuant to
Part II of Form S-8.






                                       2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The documents containing the information specified in Part I of Form
S-8 and the statement of availability of information required by Item 2 of Form
S-8 and information relating to the Plan and other information required by Item
2 of Form S-8 have previously been, or will be, sent or given to Plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be and are
not filed with the SEC either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.




                                       3
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the SEC by Westwood pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this document:

o          Annual Report on Form 10-K for the fiscal year ended December 31,
           1998;

o          Quarterly Reports on Form 10-Q for the quarters ended June 30, 1999
           and March 31, 1999;

o          Form 8-K filed on June 4, 1999;

o          Form 8-K filed on October 1, 1999; and

o          The description of Westwood's common stock set forth in its
           Registration Statement on Form S-3/A, filed by Westwood with the SEC
           on May 6, 1996.

           All documents subsequently filed by Westwood with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities covered by this Registration Statement have been sold or which
deregisters all of the securities then remaining unsold, will be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
document will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this document
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

 ITEM 4.  DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Registrant is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
("DGCL")


                                       4
<PAGE>

provides that a Delaware corporation may indemnify any person who is, or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
illegal. A Delaware corporation may indemnify any person who was or is, or is
threatened to be made, a party to any threatened, pending or completed action or
suit by or in the right of the corporation by reason of the fact that such
person is or was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorney's fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation's best interests except that
no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses (including
attorneys' fees) which such officer or director has actually and reasonably
incurred.

           Section 145 further provides that the indemnification provisions of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office. The Registrant's Certificate of Incorporation contains a provision
eliminating the liability of a director to the Registrant and its stockholders
for monetary damages for breaches of fiduciary duty as a director. However,
neither the DGCL nor the Registrant's Certificate of Incorporation currently
allows such provision to limit the liability of a director for: (i) any breach
of the director's duty of loyalty to the Registrant or its stockholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) payment of dividends, stock purchases or
redemptions that violate the DGCL; or (iv) any transaction from which the
director derived an improper personal benefit. Such limitation of liability also
does not affect the availability of equitable remedies such as injunctive relief
or rescission.

           The Registrant's By-Laws provide that, to the fullest extent
permitted by the DGCL as it exists or may in the future be amended, the
Registrant will indemnify and hold harmless any officer or director who is or
was made a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether


                                       5
<PAGE>

civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director or officer of the Registrant or a director or
officer of a predecessor corporation of the Registrant, and may indemnify any
employee or agent of the Registrant and any person serving at the request of the
Registrant as an officer, director, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise. The Registrant's By-Laws
also state that such indemnification is not exclusive of any other rights of the
indemnified party, including rights under any indemnification agreements,
insurance policy, vote of the directors or stockholders of the Registrant, or
otherwise.

           Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.

           The Registrant has entered into indemnification agreements with each
of Joel Hollander and Farid Suleman, each dated as of March 30, 1999. Each
indemnification agreement terminates upon the earlier of (i) the effectiveness
of the indemnified party's voluntary resignation as a director or an officer of
the Registrant, (ii) the effective date of the indemnified party's involuntary
removal from office or termination as an officer, (iii) if the indemnified party
is a director, the election and qualification of his duly nominated successor,
or (iv) the indemnified party's death. Pursuant to each indemnification
agreement, the Registrant will purchase and maintain in effect, subject to
certain limitations set forth therein, for the benefit of each indemnified
party, one or more insurance policies for its officers and directors providing
the broadest coverage generally available to directors and officers of publicly
held corporations in an amount of at least $10,000,000. Pursuant to each
indemnification agreement, the Registrant also will indemnify the indemnified
party to the fullest extent provided by Section 145 of the DGCL and Article V of
the Registrant's By-Laws, as well as for expenses in any proceeding involving
the Registrant (whether or not brought by or in the Registrant's right) subject
to certain conditions and limitations depending on the circumstances of the
proceeding and the conduct of such indemnified party. In addition, each
indemnified party is entitled to be advanced expenses in connection with any
such proceeding upon request by such indemnified party, subject to certain
conditions.

           Pursuant to an employment agreement, dated as of April 29, 1998,
between the Registrant and Norman Pattiz, the Registrant will indemnify Mr.
Pattiz to the fullest extent provided by Section 145 of the DGCL and Article V
of the Registrant's By-Laws, as well as for expenses in any proceeding involving
the Registrant (whether or not brought by or in the Registrant's name) subject
to certain conditions and limitations depending on the circumstances of the
proceeding and the conduct of Mr. Pattiz. In addition, Mr. Pattiz is entitled to
be advanced expenses in connection with any such proceeding upon his request,
subject to certain conditions.



                                       6
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.  EXHIBITS.

Exhibits
--------

Number     Description
------     -----------

4.1        The Registration Statement on Form S-3/A of Westwood, filed with the
           SEC on May 6, 1996, is incorporated herein by reference.

4.2*       The Westwood 1999 Stock Incentive Plan, as amended.

5.1*       Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
           securities being registered.

23.1*      Consent of PricewaterhouseCoopers LLP.

23.2*      Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 to
           this Registration Statement).

24.1*      Powers of Attorney (included in the signature pages of this
           Registration Statement).

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

  *  Filed herewith.







                                       7
<PAGE>


ITEM 9.  UNDERTAKINGS.

           (a)       The undersigned registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; and

                     (2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

                     (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

           (c) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                       8
<PAGE>


                                    SIGNATURE

           Pursuant to the requirements of the Securities Act of 1933, as
amended, Westwood 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 City of New York, State of New York, as of October 22,
1999.

                               WESTWOOD ONE, INC.


                               By:  /s/  Farid Suleman
                                  -------------------------
                                    Farid Suleman
                                    Chief Financial Officer



                                       9
<PAGE>


                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Farid Suleman, Joel Hollander and Gary
Yusko, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, 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 any
related Rule 462(b) registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the date set forth above on the signature page hereof.


            SIGNATURE                   TITLE
            ---------                   -----

  /s/  Norman J. Pattiz                Chairman of the Board and Director
-------------------------------
Norman J. Pattiz

  /s/  Joel Hollander                  President, Chief Executive Officer
-------------------------------
Joel Hollander                         and Director

  /s/  Farid Suleman                   Executive Vice President, Chief
-------------------------------
Farid Suleman                          Financial Officer, Secretary and Director

  /s/  Mel Karmazin                    Director
-------------------------------
Mel Karmazin

  /s/  David L. Dennis                 Director
-------------------------------
David L. Dennis

  /s/  Paul G. Krasnow                 Director
-------------------------------
Paul G. Krasnow


                                       10
<PAGE>

            SIGNATURE                   TITLE
            ---------                   -----

  /s/  Joseph B. Smith                 Director
-------------------------------
Joseph B. Smith

  /s/  Gerald Greenberg                Director
-------------------------------
Gerald Greenberg

  /s/  Steven A. Lerman                Director
-------------------------------
Steven A. Lerman

  /s/  David I. Saperstein             Director
-------------------------------
David I. Saperstein

  /s/  Dennis F. Holt                  Director
-------------------------------
Dennis F. Holt



                                       11
<PAGE>


Exhibits
--------

Number     Description
------     -----------

4.1        The Registration Statement on Form S-3/A of Westwood, filed with the
           SEC on May 6, 1996, is incorporated herein by reference.

4.2*       The Westwood 1999 Stock Incentive Plan, as amended.

5.1*       Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
           securities being registered.

23.1*      Consent of PricewaterhouseCoopers LLP.

23.2*      Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 to
           this Registration Statement).

24.1*      Powers of Attorney (included in the signature pages of this
           Registration Statement).

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

  *  Filed herewith.


                                       12
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{"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": "333-89595", "film-number": "99732666"}, "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 October 22, 1999
                                                    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          (I.R.S. Employer Identification No.)
incorporation or organization)

                            9540 WASHINGTON BOULEVARD
                          CULVER CITY, CALIFORNIA 90232
                                 (310) 840-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                  WESTWOOD ONE, INC. 1999 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

                                  FARID SULEMAN
                             CHIEF FINANCIAL OFFICER
                               WESTWOOD ONE, INC.
                            9540 WASHINGTON BOULEVARD
                          CULVER CITY, CALIFORNIA 90232
                                 (212) 314-9215

                     (Name and address, including zip code,
        and telephone number, including area code, of agent for service)

                                    Copy to:

                             HOWARD CHATZINOFF, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities           Amount to be          Proposed Maximum     Proposed Maximum      Amount of Registration
to be Registered                            Registered           Offering Price        Aggregate Offering             Fee
                                                                  Per Share(1)            Price(1)
===================================================================================================================================
Common Stock, par value $.01 per share     4,000,000 shares (2)     $38.84375              $155,375,000            $43,194.25
===================================================================================================================================

(1)  Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
     of 1933, as amended, based upon the average of the high and low sales
     prices of the Registrant's Common Stock on the New York Stock Exchange on
     October 18, 1999.
(2)  Represents the registration of shares of Common Stock issuable under the
     Registrant's 1999 Stock Incentive Plan, as amended, pursuant to the
     exercise of options that may be granted thereunder.
================================================================================
815832 v.5
EXPLANATORY NOTE

           This Registration Statement is intended to register all shares to be
issued under the 1999 Stock Incentive Plan, as amended (the "Plan"), of Westwood
One, Inc., a Delaware corporation ("Westwood"). Pursuant to the Note to Part I
of Form S-8, the plan information specified by Part I of Form S-8 to be
contained in a Section 10(a) prospectus to be distributed to each optionee is
not being filed with the Securities and Exchange Commission (the "SEC"). Part II
contains information that is required in this Registration Statement pursuant to
Part II of Form S-8.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The documents containing the information specified in Part I of Form
S-8 and the statement of availability of information required by Item 2 of Form
S-8 and information relating to the Plan and other information required by Item
2 of Form S-8 have previously been, or will be, sent or given to Plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be and are
not filed with the SEC either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the SEC by Westwood pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this document:

o          Annual Report on Form 10-K for the fiscal year ended December 31,
           1998;

o          Quarterly Reports on Form 10-Q for the quarters ended June 30, 1999
           and March 31, 1999;

o          Form 8-K filed on June 4, 1999;

o          Form 8-K filed on October 1, 1999; and

o          The description of Westwood's common stock set forth in its
           Registration Statement on Form S-3/A, filed by Westwood with the SEC
           on May 6, 1996.

           All documents subsequently filed by Westwood with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities covered by this Registration Statement have been sold or which
deregisters all of the securities then remaining unsold, will be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
document will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this document
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

 ITEM 4.  DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Registrant is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
("DGCL")

                                       4
provides that a Delaware corporation may indemnify any person who is, or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
illegal. A Delaware corporation may indemnify any person who was or is, or is
threatened to be made, a party to any threatened, pending or completed action or
suit by or in the right of the corporation by reason of the fact that such
person is or was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorney's fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation's best interests except that
no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses (including
attorneys' fees) which such officer or director has actually and reasonably
incurred.

           Section 145 further provides that the indemnification provisions of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office. The Registrant's Certificate of Incorporation contains a provision
eliminating the liability of a director to the Registrant and its stockholders
for monetary damages for breaches of fiduciary duty as a director. However,
neither the DGCL nor the Registrant's Certificate of Incorporation currently
allows such provision to limit the liability of a director for: (i) any breach
of the director's duty of loyalty to the Registrant or its stockholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) payment of dividends, stock purchases or
redemptions that violate the DGCL; or (iv) any transaction from which the
director derived an improper personal benefit. Such limitation of liability also
does not affect the availability of equitable remedies such as injunctive relief
or rescission.

           The Registrant's By-Laws provide that, to the fullest extent
permitted by the DGCL as it exists or may in the future be amended, the
Registrant will indemnify and hold harmless any officer or director who is or
was made a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether

                                       5
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director or officer of the Registrant or a director or
officer of a predecessor corporation of the Registrant, and may indemnify any
employee or agent of the Registrant and any person serving at the request of the
Registrant as an officer, director, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise. The Registrant's By-Laws
also state that such indemnification is not exclusive of any other rights of the
indemnified party, including rights under any indemnification agreements,
insurance policy, vote of the directors or stockholders of the Registrant, or
otherwise.

           Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.

           The Registrant has entered into indemnification agreements with each
of Joel Hollander and Farid Suleman, each dated as of March 30, 1999. Each
indemnification agreement terminates upon the earlier of (i) the effectiveness
of the indemnified party's voluntary resignation as a director or an officer of
the Registrant, (ii) the effective date of the indemnified party's involuntary
removal from office or termination as an officer, (iii) if the indemnified party
is a director, the election and qualification of his duly nominated successor,
or (iv) the indemnified party's death. Pursuant to each indemnification
agreement, the Registrant will purchase and maintain in effect, subject to
certain limitations set forth therein, for the benefit of each indemnified
party, one or more insurance policies for its officers and directors providing
the broadest coverage generally available to directors and officers of publicly
held corporations in an amount of at least $10,000,000. Pursuant to each
indemnification agreement, the Registrant also will indemnify the indemnified
party to the fullest extent provided by Section 145 of the DGCL and Article V of
the Registrant's By-Laws, as well as for expenses in any proceeding involving
the Registrant (whether or not brought by or in the Registrant's right) subject
to certain conditions and limitations depending on the circumstances of the
proceeding and the conduct of such indemnified party. In addition, each
indemnified party is entitled to be advanced expenses in connection with any
such proceeding upon request by such indemnified party, subject to certain
conditions.

           Pursuant to an employment agreement, dated as of April 29, 1998,
between the Registrant and Norman Pattiz, the Registrant will indemnify Mr.
Pattiz to the fullest extent provided by Section 145 of the DGCL and Article V
of the Registrant's By-Laws, as well as for expenses in any proceeding involving
the Registrant (whether or not brought by or in the Registrant's name) subject
to certain conditions and limitations depending on the circumstances of the
proceeding and the conduct of Mr. Pattiz. In addition, Mr. Pattiz is entitled to
be advanced expenses in connection with any such proceeding upon his request,
subject to certain conditions.

                                       6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.  EXHIBITS.

Exhibits
--------

Number     Description
------     -----------

4.1        The Registration Statement on Form S-3/A of Westwood, filed with the
           SEC on May 6, 1996, is incorporated herein by reference.

4.2*       The Westwood 1999 Stock Incentive Plan, as amended.

5.1*       Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
           securities being registered.

23.1*      Consent of PricewaterhouseCoopers LLP.

23.2*      Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 to
           this Registration Statement).

24.1*      Powers of Attorney (included in the signature pages of this
           Registration Statement).

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

  *  Filed herewith.

                                       7
ITEM 9.  UNDERTAKINGS.

           (a)       The undersigned registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; and

                     (2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

                     (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

           (c) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       8
SIGNATURE

           Pursuant to the requirements of the Securities Act of 1933, as
amended, Westwood 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 City of New York, State of New York, as of October 22,
1999.

                               WESTWOOD ONE, INC.

                               By:  /s/  Farid Suleman
                                  -------------------------
                                    Farid Suleman
                                    Chief Financial Officer

                                       9
POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Farid Suleman, Joel Hollander and Gary
Yusko, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, 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 any
related Rule 462(b) registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the date set forth above on the signature page hereof.

            SIGNATURE                   TITLE
            ---------                   -----

  /s/  Norman J. Pattiz                Chairman of the Board and Director
-------------------------------
Norman J. Pattiz

  /s/  Joel Hollander                  President, Chief Executive Officer
-------------------------------
Joel Hollander                         and Director

  /s/  Farid Suleman                   Executive Vice President, Chief
-------------------------------
Farid Suleman                          Financial Officer, Secretary and Director

  /s/  Mel Karmazin                    Director
-------------------------------
Mel Karmazin

  /s/  David L. Dennis                 Director
-------------------------------
David L. Dennis

  /s/  Paul G. Krasnow                 Director
-------------------------------
Paul G. Krasnow

                                       10
SIGNATURE                   TITLE
            ---------                   -----

  /s/  Joseph B. Smith                 Director
-------------------------------
Joseph B. Smith

  /s/  Gerald Greenberg                Director
-------------------------------
Gerald Greenberg

  /s/  Steven A. Lerman                Director
-------------------------------
Steven A. Lerman

  /s/  David I. Saperstein             Director
-------------------------------
David I. Saperstein

  /s/  Dennis F. Holt                  Director
-------------------------------
Dennis F. Holt

                                       11
Exhibits
--------

Number     Description
------     -----------

4.1        The Registration Statement on Form S-3/A of Westwood, filed with the
           SEC on May 6, 1996, is incorporated herein by reference.

4.2*       The Westwood 1999 Stock Incentive Plan, as amended.

5.1*       Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
           securities being registered.

23.1*      Consent of PricewaterhouseCoopers LLP.

23.2*      Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 to
           this Registration Statement).

24.1*      Powers of Attorney (included in the signature pages of this
           Registration Statement).

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

  *  Filed herewith.

                                       12