FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bennett Fred R.

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/1/2011 

3. Issuer Name and Ticker or Trading Symbol

WESTWOOD ONE INC /DE/ [WWON]

(Last)        (First)        (Middle)

1166 AVENUE OF THE AMERICAS, 10TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President and GM, Metro TV /

(Street)

NEW YORK, NY 10036       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   61   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 3/14/2009   3/14/2018   Common Stock   120   $398.00   D    
Stock Option (right to buy)   (2) 2/12/2011   2/12/2020   Common Stock   40000   $6.00   D    

Explanation of Responses:
( 1)  Option to buy 120 shares of common stock of Westwood One, Inc. at $398.00/share that became/become exercisable in one-third increments on March 14, 2009, 2010 and 2011. Such option was awarded under the Westwood One, Inc. 1999 Stock Incentive Plan. The foregoing amounts (120 shares and a $398.00 exercise price) give effect to a 200:1 reverse stock split that occurred on August 3, 2009.
( 2)  Option to buy 40,000 shares of common stock of Westwood One, Inc. at $6.00/share that became/become exercisable in one-third increments on February 12, 2011, 2012 and 2013. Such option was awarded under the Westwood One, Inc. 2010 Equity Compensation Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bennett Fred R.
1166 AVENUE OF THE AMERICAS
10TH FLOOR
NEW YORK, NY 10036

President and GM, Metro TV

Signatures
David Hillman, as attorney-in-fact for Fred B. Bennett 2/17/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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