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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Bennett Fred R.
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2011
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
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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) 03/14/2009 03/14/2018 Common Stock 120 $ 398 D  
Stock Option (right to buy) (2) 02/12/2011 02/12/2020 Common Stock 40,000 $ 6 D  

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 02/17/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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