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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. (11)
      *10.1
      		 Employment Agreement, dated April 29, 1998, between Registrant and Norman J. Pattiz. (14)
      10.2
      		 Form of Indemnification Agreement between Registrant and its Directorsand Executive Officers. (4)
      10.3
      		 Amended and Restated Credit Agreement, dated September 30, 1996, between Registrant and The Chase Manhattan Bank and Co-Agents. (11)
      10.4
      		 First Amendment dated September 11, 1998 to the Amended and Restated Credit Agreement dated September 30, 1996, between Registrant and The Chase Manhattan Bank and Co-Agents. (13)
      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 (15)
      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. (16)
      *10.8
      		 Management Agreement, dated as of March 30, 1999, between Registrant and Infinity Broadcasting Corporation. (15)
      10.9
      		 Representation Agreement, dated as of March 31, 1997, between Registrant and CBS, Inc. (12)
      10.10
      		 Westwood One 1999 Stock Incentive Plan, as amended. (15)
      10.11
      		 Westwood One, Inc. 1989 Stock Incentive Plan. (7)
      10.12
      		 Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive Plan. (8) (10)
      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.
      10.14
      		Lease, dated December 18, 1991, between Valencia Paragon Associates, Ltd., and Unistar Communications Group, Inc. relating to Valencia, California offices. (9)
      10.15
      		 Digital Audio Transmission Service Agreement, dated June 5, 1990, between Registrant and GE American Communications, Inc. (6)
      22
      		List of Subsidiaries
      24
      		Consent of Independent Accountants
      27
      		 Financial Data Schedule
      * Indicates a management contract or compensatory plan.

(1) Filed as an exhibit to Registrant's registration statement on Form S-1 (File Number 2-98695) and incorporated herein by reference.

(2) Filed as an exhibit to Registrant's registration statement on Form S-1 (Registration Number 33-9006) and incorporated herein by reference.

(3) Filed as an exhibit to Registrant's Form 8 dated March 1, 1988 (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 an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1990 (File Number 0-13020) and incorporated herein by reference.

(7) Filed as part of Registrant's March 27, 1992 proxy statement (File Number 0-13020) and incorporated herein by reference.

(8) Filed as an exhibit to Registrant's July 20, 1994 proxy statement (File Number 0-13020) and incorporated herein by reference.

(9) 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.

(10) Filed as an exhibit to Registrant's May 17, 1996 proxy statement (File Number 0-13020) and incorporated herein by reference.

(11) 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.

(12) 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.

(13) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the quarter ended September 30, 1998 (File Number 0-13020) and incorporated herein by reference.

(14) 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.

(15) Filed as an exhibit to Registrant's August 24, 1999 proxy statement (File Number 0-13020) and incorporated herein by reference.

(16) 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.


(b) Reports on Form 8-K

On October 1, 1999 the Company filed a report on Form 8-K related to the Company's Merger with Metro Networks, Inc.




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 29 , 2000

By

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
Joel Hollander
Director, President and Chief Executive Officer
March 29, 2000
Principal Financial Officer and Chief Accounting Officer:
FARID SULEMAN
Farid Suleman
 Director, Secretary and Chief Financial Officer
March 29, 2000
   
Additional Directors:  
   
NORMAN J. PATTIZ
Norman J. Pattiz
Chairman of the Board of Directors
March 29, 2000
DAVID L. DENNIS
David L. Dennis 		Director
March 29, 2000
GERALD GREENBERG
Gerald Greenberg 		Director
March 29, 2000
DENNIS HOLT
Dennis Holt 		Director
March 29, 2000
MEL A. KARMAZIN
Mel A. Karmazin 		Director
March 29, 2000
STEVEN A. LERMAN
Steven A. Lerman 		Director
March 29, 2000
PAUL KRASNOW
Paul Krasnow 		Director
March 29, 2000
DAVID SAPERSTEIN
David Saperstein 		Director
March 29, 2000
JOSEPH B. SMITH
Joseph B. Smith 		Director
March 29, 2000