SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ]  Soliciting Material pursuant to Rule 14a-11(c) or 14a-12

                               WESTWOOD ONE, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                               WESTWOOD ONE, INC.
--------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

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                               WESTWOOD ONE, INC.

Dear Shareholders:

     You are cordially invited to attend the 2003 Annual Meeting of Shareholders
of Westwood One, Inc. (the  "Company") to be held on Wednesday,  May 28, 2003 at
10:00 a.m.,  Pacific Time,  in the Great Room of the W Los Angeles,  930 Hilgard
Avenue,  Los Angeles,  CA. The  accompanying  Notice of Annual Meeting and Proxy
Statement describes the business to be transacted at the meeting.  Also enclosed
is a copy of the  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 2002, which includes  consolidated  financial  statements and other
information.

     The purpose of the Annual Meeting is to elect four directors, to ratify the
appointment of the Company's  independent  accountants and to conduct such other
business as may properly  come before the meeting.  At the Annual  Meeting,  the
holders of Common Stock, voting alone, will elect three members of the Company's
Board of Directors.  Holders of Common Stock and Class B Stock, voting together,
will  elect  one  member  of  the  Company's  Board  of  Directors,  ratify  the
appointment  of the Company's  independent  accountants,  and conduct such other
business as may properly come before the meeting.

     IT IS IMPORTANT  THAT YOU MARK,  SIGN,  DATE AND RETURN THE ENCLOSED  PROXY
CARD IN THE PROVIDED POSTAGE-PAID ENVELOPE IF YOU DO NOT INTEND TO BE PRESENT AT
THE MEETING.  IF YOU DO LATER DECIDE TO ATTEND, YOUR PROXY WILL AUTOMATICALLY BE
REVOKED IF YOU VOTE IN PERSON.  ACCORDINGLY,  YOU ARE URGED TO MARK,  SIGN, DATE
AND  RETURN  THE  PROXY  CARD  NOW IN ORDER  TO  ENSURE  THAT  YOUR  SHARES  ARE
REPRESENTED AT THE MEETING.

      We appreciate your continued support.

                                                           Sincerely,

                                                           WESTWOOD ONE, INC.




                                                           /S/ Norman J. Pattiz
                                                           ---------------------
                                                           Norman J. Pattiz
                                                           Chairman of the Board


April 21, 2003


                               WESTWOOD ONE, INC.
                         40 West 57th Street, 5th Floor
                               New York, NY 10019


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  May 28, 2003

To Our Shareholders:

     The  Annual  Meeting  of  the  Shareholders  of  Westwood  One,  Inc.  (the
"Company") will be held in the Great Room of the W Los Angeles, Los Angeles, CA,
on  Wednesday,  May 28, 2003 at 10:00  a.m.,  Pacific  Time.  The purpose of the
meeting are to consider and act upon:

(1)  the election of four members of the Company's Board of Directors;

(2)  the ratification of the appointment of PricewaterhouseCoopers  LLP to serve
     as independent accountants for the fiscal year ending December 31, 2003;

(3)  such other business as may properly come before the meeting.

     Shareholders  of record at the close of  business on April 11, 2003 will be
entitled  to notice  of and to vote at the  Annual  Meeting,  and a list of such
shareholders will be available for examination during ordinary business hours at
least ten days prior to the Annual Meeting by any shareholder,  at the Company's
offices at 9540 Washington  Boulevard,  Culver City, California 90232 (telephone
(310) 204-5000).

     Whether or not you intend to be present at the meeting,  please mark, date,
sign and mail  the  enclosed  proxy in the  provided  postage-paid  envelope  as
promptly as possible.  Your proxy may be revoked by delivering a later-dated and
signed proxy or written  notice of  revocation  to the  Secretary of the Company
prior to the time voting is declared  closed,  or by  attending  the meeting and
voting your shares in person.

                                              By Order of the Board of Directors




                                              /S/ Gary J. Yusko
                                              ----------------------------------
                                              Gary J. Yusko
                                              Secretary

April 21, 2003



                               WESTWOOD ONE, INC.

                         40 West 57th Street, 5th Floor
                               New York, NY 10019


                                 Proxy Statement


                                     GENERAL

     This proxy  statement  (first mailed to  shareholders on or about April 22,
2003) is furnished in connection  with the  solicitation  of proxies by Westwood
One, Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting
of Shareholders of the Company to be held on May 28, 2003 at 10:00 a.m., Pacific
Time, in the Great Room of the W Los Angeles  Hotel,  930 Hilgarde  Avenue,  Los
Angeles, CA 90024, and any adjournments  thereof,  for the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders.

     The Company's  Annual  Report on Form 10-K for the year ended  December 31,
2002,  including   consolidated  financial  statements  and  other  information,
accompanies  this  Proxy  Statement  but  does  not  form  a part  of the  proxy
soliciting material.
                                ABOUT THE MEETING

What is the purpose of the annual meeting?

     At our annual meeting,  shareholders  will act upon the matters outlined in
the Notice of Annual Meeting of Shareholders  accompanying this proxy statement,
including the election of directors,  the ratification of the appointment of the
Company's independent accountants,  and such other business as may properly come
before the meeting.  In addition,  management  will report on the performance of
the Company during 2002 and respond to questions from shareholders.

Who is entitled to vote at the meeting?

     Only shareholders of record at the close of business on April 11, 2003, the
record  date  for  the  meeting,  are  entitled  to  receive  notice  of  and to
participate in the annual  meeting.  If you were a shareholder of record on that
date,  you will be entitled to vote all of the shares that you held on that date
at the meeting,  or any postponements or adjournments of the meeting.  As of the
record  date,  there  were  102,322,744  shares  of  Common  Stock  outstanding,
excluding treasury shares, and 703,466 shares of Class B Stock outstanding.

What are the voting rights of holders of the Company's  Common Stock and Class B
Stock?

     Under  the  Company's   certificate  of   incorporation,   each  holder  of
outstanding  Common  Stock is  entitled  to cast one (1) vote for each  share of
Common Stock held by such holder and each holder of Class B Stock is entitled to
cast fifty (50) votes for each share of Class B Stock held by such holder.  Only
the Common Stock is publicly traded.

Who can attend the meeting?

     All  shareholders  as of the record date, or their duly appointed  proxies,
may attend the  meeting.  If you  attend,  please note that  cameras,  recording
devices and other electronic devices will not be permitted at the meeting.

     Please  also note that if you hold your  shares in "street  name" (that is,
through a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date in order to gain
entrance.

What constitutes a quorum?

     With  respect to the  election of the director to be elected by the holders
of the Common Stock voting alone,  the presence at the meeting,  in person or by
proxy,  of the  holders  of at least  one-third  of the  shares of Common  Stock
outstanding on the record date and the presence at the meeting,  in person or by
proxy, of the holders of a majority of the aggregate  voting power of the Common
Stock and the Class B Stock  outstanding  on the record date will  constitute  a
quorum,  permitting  the holders of Common  Stock to take action on that matter.
With respect to all other matters to be voted on at the meeting, the presence at
the  meeting,  in  person or by  proxy,  of the  holders  of a  majority  of the


                                       1

aggregate voting power of the Common Stock and the Class B Stock  outstanding on
the record date will  constitute a quorum,  permitting the  shareholders to take
action on those matters.

     Proxies  received but marked as  abstentions  and broker  non-votes will be
included in the  calculation of the number of votes  considered to be present at
the meeting for purposes of determining a quorum.

How do I vote?

     If you complete and properly sign and date the accompanying  proxy card and
return  it to the  Company,  it  will  be  voted  as you  direct.  If you  are a
registered  shareholder  and attend the meeting,  you may deliver your completed
proxy card in person. "Street name" shareholders who wish to vote at the meeting
will need to obtain a proxy form from the institution that holds their shares.

Can I change my vote after  I  return my proxy card?

     Yes. Even after you have submitted your proxy,  you may change your vote at
any time  before the proxy is  exercised  by filing  with the  Secretary  of the
Company  either a notice of revocation or a duly executed  proxy bearing a later
date.  In  addition,  the powers of the proxy  holders  will be suspended if you
attend the meeting in person and vote,  although  attendance at the meeting will
not by itself revoke a previously granted proxy.

What are the Board's recommendations?

     Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board of Directors. The Board's recommendation is set forth together with
the  description  of each item in this proxy  statement.  In summary,  the Board
recommends a vote:

o    FOR the election of the nominated directors; and
o    FOR  ratification of the appointment of  PricewaterhouseCoopers  LLP as the
     Company's independent accountants for fiscal 2003;

     Management is not aware of any matters,  other than those specified  above,
that will be  presented  for  action  at the  annual  meeting,  but if any other
matters do properly  come before the  meeting,  the proxy  holders  will vote as
recommended  by the Board of Directors  or, if no  recommendation  is given,  in
their own discretion.

What vote is required to approve each item?

     With  respect  to each  matter  to be  voted on the  affirmative  vote of a
majority of the votes entitled to be cast and  represented in person or by proxy
at the meeting  will be required to approve  each such  matter.  Other than with
respect to the election of Mr. Dennis,  Mr. Miles and Ms. Hummer, on all matters
proposed the Common Stock and the Class B Stock vote  together as a class.  With
respect to the  election of Mr.  Dennis,  Mr. Miles and Ms.  Hummer,  the Common
Stock votes separately as a class and the Class B Stock is not entitled to vote.
A properly  executed  proxy  marked  "WITHHOLD  AUTHORITY"  with  respect to the
election of one or more directors will not be voted with respect to the director
or directors indicated,  although it will be counted for purposes of determining
whether  there is a quorum.  A properly  executed  proxy marked  "ABSTAIN"  with
respect to any such  matter  will not be voted,  although it will be counted for
purposes of determining  whether there is a quorum.  Accordingly,  an abstention
will have the effect of a negative vote.

     If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise  voting  discretion with
respect to some or all of the matters to be acted upon. Thus, if you do not give
your broker or nominee  specific  instructions,  your shares may not be voted on
those  matters  and will not be  counted  in  determining  the  number of shares
necessary for approval.  Shares  represented  by such "broker  non-votes"  will,
however, be counted in determining whether there is a quorum.

What is beneficial ownership?

     Beneficial  ownership has been  determined  in  accordance  with Rule 13d-3
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act").
Under this Rule,  certain shares may be deemed to be beneficially  owned by more
than one person (such as where persons share voting power or investment  power).
In  addition,  shares  are  deemed to be  beneficially  owned by a person if the
person has the right to acquire the shares  (for  example,  upon  exercise of an
option) within 60 days of the date as of which the  information is provided;  in
computing  the  percentage  of  ownership  of any  person,  the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person  (and only such  person)  by reason  of these  acquisition  rights.  As a


                                       2

result,  the  percentage  of  outstanding  shares of any  person as shown in the
following table does not necessarily reflect the person's actual voting power at
any particular date.

How much stock do the Company's largest shareholders and directors and executive
officers own?

     The  following  table shows the amount of the  Company's  Common  Stock and
Class B Stock  beneficially  owned (unless  otherwise  indicated) by our largest
shareholders (those who own more than 5% of the outstanding shares),  directors,
the executive officers named in the Executive  Compensation  Summary Table below
and those  directors  and  executive  officers as a group.  Except as  otherwise
indicated,  all  information  is as of April 11, 2003. At April 11, 2003,  there
were 102,322,744  shares of Common Stock outstanding and 703,466 shares of Class
B Stock outstanding.



                                                                                    


                                                Aggregate  Number  of Shares Beneficially Owned  (1)
                                                ----------------------------------------------------
                                                        Common Stock                 Class B Stock
                                              -------------------------------   -------------------------
                                                Number       Percent of Class   Number   Percent of Class
                                                ------       ----------------   ------   ----------------
Infinity Network, Inc., a subsidiary of
  Infinity Broadcasting Corporation (2)       16,000,000          15.6%           -             -
  40 West 57th Street
  New York, NY  10019
Putnam Investments, Inc. (2)                   7,782,840(4)        7.6%           -             -
  One Post Office Square
  Boston, MA  02109
David I. Saperstein                            5,521,675(6)        5.4%           -             -
  P.O. Box 10719
  Beverly Hills, CA  90213
Norman J. Pattiz (3)                             556,330(7)         *          703,380        99.9%
  9540 Washington Blvd.
  Culver City, CA  90232
David L. Dennis                                  145,210(8)         *             -             -
Gerald Greenberg                                  13,000(9)         *             -             -
Joel Hollander                                   209,200(10)        *             -             -
Dennis F. Holt                                    54,000(9)         *             -             -
Maria D. Hummer                                   17,000(11)        *             -             -
Mel Karmazin                                   2,248,200(12)       2.2%           -             -
Steven A. Lerman                                  56,000(9)         *             -             -
George L. Miles, Jr.                                 -              *             -             -
Joseph B. Smith                                   24,000(9)         *             -             -
Farid Suleman                                  1,442,000(13)       1.4%           -             -
Charles I. Bortnick                               60,000(9)         *             -             -
Jacques Tortoroli                                    -              *             -             -
All Current Directors and Executive           10,286,615(14)       9.6%        703,380        99.9%
  Officers as a Group (13 persons)

_____________________
*    Represents less than one percent (1%) of the Company's  outstanding  shares
     of Common Stock.
(1)  The  persons  in the table  have sole  voting  and  investment  power  with
     respects to all shares of Common Stock and Class B Stock,  unless otherwise
     indicated.
(2)  Tabular  information  and footnotes 4, 5, 6 and 7 are based on  information
     contained in the most recent Schedule 13D/13G filings and other information
     made  available  to the Company.  The shares  indicated as held by Infinity
     Network, Inc. are indirectly held by Infinity Media Corporation through its
     ownership  of 100% of the  outstanding  stock of  Infinity  Network,  Inc.,
     indirectly  held by Infinity  through its 100% ownership of the outstanding
     stock of Infinity Media  Corporation,  and  indirectly  held by Viacom Inc.
     ("Viacom")  through  its  ownership  of 100% of the  outstanding  stock  of
     Infinity.  NAIRI Inc. owns approximately 68% of the voting stock of Viacom,
     which in turn is a wholly owned  subsidiary  of National  Amusements,  Inc.
     Beneficial  ownership may also be attributed to Sumner M. Redstone,  as Mr.
     Redstone  is the  chairman  of the  Board  and the  beneficial  owner  of a
     controlling interest in National Amusements, Inc.

                                       3



(3)  Mr. Pattiz owned Common Stock and Class B Stock representing  approximately
     25.5% of the total voting power of the Company as of April 11, 2003.
(4)  Putnam  Investments,  Inc. as an  investment  advisor has no sole voting or
     dispositive  power, but has shared  dispositive  power for 7,782,840 shares
     and shared voting power for 181,260 of such shares.
(5)  Goldman  Sachs  Asset  Management  has sole  voting  power with  respect to
     4,072,913  shares,   shared  voting  power  for  1,560,983   shares,   sole
     dispositive  power with respect to 4,544,043 shares and shared  dispositive
     power with respect to 1,560,983 shares.
(6)  David I.  Saperstein  has sole voting and  dispositive  power for 5,521,675
     shares.
(7)  Includes stock options for 508,000 shares granted under the 1999 Plan.
(8)  Includes  stock  options for 116,000  shares  granted  under the  Company's
     Amended Stock  Incentive  Plans.  Does not include 4,000 shares held by Mr.
     Dennis as custodian  for his  children,  beneficial  ownership of which Mr.
     Dennis disclaims.
(9)  Represents  stock  options  granted  under  the  Company's   Amended  Stock
     Incentive Plans.
(10) Includes stock options for 190,000 shares granted under the 1999 Plan.
(11) Includes stock options for 12,000 shares granted under the 1999 Plan.
(12) Includes  stock  options for 2,196,000  shares  granted under the Company's
     Amended Stock Incentive Plans.
(13) Includes  stock  options for 1,342,000  shares  granted under the Company's
     Amended Stock Incentive Plans.
(14) Includes  stock  options for 4,511,000  shares  granted under the Company's
     Amended Stock Incentive Plans.


                       PROPOSAL 1 - ELECTION OF DIRECTORS

How is the Board of Directors structured and what are their terms?

     The Board of  Directors  is divided  into three  classes  (Class I, II, and
III), each class serving for three-year terms, which terms do not coincide.  The
Board of Directors  currently is comprised of eleven individuals.  However,  the
Company's  Bylaws  have  been  amended  to  increase  the  size of the  Board of
Directors to thirteen.  When such vacancies are filled,  an additional  director
will be added to Class III and Class I. Only one class of  directors  is elected
at each annual meeting.  Of the directors,  at least 33 1/3% must be independent
outside  directors.  Pursuant to the  Company's  certificate  of  incorporation,
holders of Common Stock,  voting alone, have the right to elect 20% of the Board
of  Directors,  which is currently  three  directors.  However,  it is currently
intended  that the holders of the Common  Stock will vote alone to elect all the
independent  directors,  at least one of whom will be elected each year,  as set
forth below. The remaining  members of the Board are elected by all shareholders
voting together as a single class.

     At the annual meeting,  holders of Common Stock,  voting alone,  will elect
the  independent  Class II  directors  and  holders of Common  Stock and Class B
Stock, voting together,  will elect the other Class II director,  for three-year
terms, until their successors are elected and qualified.  The Board of Directors
intends  to  nominate  David  Dennis   (independent   director),   Maria  Hummer
(independent director),  George Miles (independent director),  and Farid Suleman
to serve three-year terms ending in 2006. All nominees  currently serve as Class
II directors  of the  Company.  Unless  otherwise  indicated  on any proxy,  the
persons  named as proxy  voters on the  enclosed  proxy card  intend to vote the
stock  represented  by each proxy to elect  these  nominees.  The  nominees  are
willing to serve as  directors,  but should any or all refuse to or be unable to
serve, the named proxy holders will vote for one or more other persons nominated
by the Board of Directors.

     The  election of Mr.  Dennis,  Ms.  Hummer and Mr.  Miles will  require the
affirmative  vote of a majority of the votes entitled to be cast and represented
in  person or by proxy at the  meeting.  With  respect  to the  election  of Mr.
Suleman,  the Common Stock and the Class B Stock vote together as a class.  With
respect to the  election of Mr.  Dennis,  Ms.  Hummer,  and Mr. Miles the Common
Stock votes separately as a class and the Class B Stock is not entitled to vote.


                                       4



     THE BOARD OF DIRECTORS  RECOMMENDS THAT  SHAREHOLDERS VOTE FOR THE ELECTION
OF DAVID  DENNIS,  MARIA  HUMMER,  GEORGE  MILES,  AND FARID SULEMAN AS CLASS II
DIRECTORS.

Who  are  the  current  Board  members  and  what  are  their   backgrounds  and
qualifications?

     The continuing directors and nominees for director of the Company are:

                                                     Director             Term
           Name                              Age      Since      Class   Expires
           ----                              ---     --------    -----   -------

     Norman J. Pattiz                         60       1974        I       2004
     Mel Karmazin                             59       1994        I       2004
     Joseph B. Smith      (Independent)       75       1994        I       2004
     Dennis F. Holt                           66       1999        I       2004
     Farid Suleman                            51       1994       II       2003
     David L. Dennis      (Independent)       54       1994       II       2003
     Maria D. Hummer      (Independent)       58       2000       II       2003
     George L. Miles, Jr. (Independent)       61       2002       II       2003
     Gerald Greenberg     (Independent)       60       1994       III      2005
     Steven A. Lerman                         56       1995       III      2005
     Joel Hollander                           47       1999       III      2005

     The principal  occupations  of the four  director  nominees and each of the
other seven continuing directors are as follows:

     Mr.  Pattiz - founded  the  Company  in 1974 and has held the  position  of
Chairman of the Board since that time. He was also the Company's Chief Executive
Officer until February 3, 1994. Mr. Pattiz has served on the Broadcasting  Board
of  Governors  of  the  United  States  of  America,  which  oversees  all  U.S.
non-military  international  broadcasting  since  November 2000. Mr. Pattiz also
serves as a Regent of the University of California.  He also serves on the Board
of  the  Annenberg  School  of  Communication  at  the  University  of  Southern
California   ("USC"),   and  is  past  president  of  the  Broadcast   Education
Association.  He is a member of California's Commission on Building for the 21st
Century,  and he serves on the Board of RAND'S  Center  for Middle  East  Public
Policy,  the Board of Trustees of the Museum of Television & Radio and the Board
of Directors of the Hollywood
Radio & Television Society.

     Mr.  Karmazin - has been a director of the Company since  February 3, 1994.
Mr. Karmazin was also President and Chief Executive  Officer of the Company from
February 3, 1994 until October 8, 1998. Mr.  Karmazin has been the president and
chief  operating  officer of Viacom since May 2000. Mr.  Karmazin  served as the
president and chief executive  officer of CBS  Corporation  ("CBS") from January
1999 to May 2000,  and served as president  and chief  operating  officer of CBS
from April 1998 to December 1998. Mr. Karmazin was also the Chairman,  President
and Chief  Executive  Officer of Infinity from  September 1998 to February 2001.
Mr. Karmazin joined CBS in December 1996 as chairman and chief executive officer
of CBS  Radio.  In May 1997,  he also  assumed  responsibility  for CBS's  owned
television  stations and became chairman and chief executive  officer of the CBS
Station Group (Radio &  Television).  Prior to joining CBS, he was president and
chief  executive  officer of Infinity from 1981 until its  acquisition by CBS in
December 1996. Mr.  Karmazin was a director of CBS before its merger with Viacom
and a director of Infinity  before its merger with  Viacom.  He is a director of
Viacom,  Blockbuster and of the New York Stock Exchange and Vice Chairman of the
Board of Trustees of the Museum of Television and Radio.

     Mr. Smith - has been a director of the Company  since May 24, 1994.  He was
previously a director of the Company from February 1984 until  February 3, 1994.
Since April 1993, Mr. Smith has been the President of Unison Productions,  Inc.,
through  which he  serves  as an  industry  consultant  involved  in a number of
projects in the entertainment business.

     Mr.  Holt - was  appointed  to the Board of  Directors  of the  Company  on
September  22, 1999.  Mr. Holt was a director of Metro from October 1996 through
September 22, 1999. Mr. Holt has been the Chairman and Chief  Executive  Officer
of Patriot  Communications LLC since March 1999.  Patriot  Communications LLC is
one of the largest  telecommunications  service bureaus in the U.S. Mr. Holt was
also  the  Chairman  and  Founder  of   Initiative   Media   (formerly   Western
International  Media  Corporation)  from  founding  the company in 1970  through
January 2002. Mr. Holt is a director of United Online;  USC Annenberg School for
Communication;  USC School of  Policy,  Planning  and  Development;  St.  John's
Hospital;  The John Douglas French Alzheimer's  Foundation;  and the Los Angeles
Police  Foundation.  Mr. Holt also  serves as a member of Skull and Dagger,  the
Silver  Shield  Foundation,  the  SKIRBALL  Cultural  Center,  and the  National

                                       5



Advisory Council of the Autry Museum. Mr. Holt is an associate of the California
Institute of Technology. Mr. Holt was also awarded the Horatio Alger Association
award in 1998.

     Mr.  Suleman - has been a director of the Company  since  February 1994 and
was the Company's  Executive  Vice  President and Chief  Financial  Officer from
February 1994 to March 31, 2002. Mr. Suleman has been a Special  Limited Partner
with Forstmann  Little & Co. since March 2002 and President and Chief  Executive
Officer of Citadel  Communications  Corp.  ("Citadel")  since April 2002. He was
President  and Chief  Executive  Officer of Infinity from February 2001 to March
2002. He was Executive Vice President,  Chief Financial Officer, Treasurer and a
director of Infinity  from  September  1998 to February  2001 when  Infinity was
acquired by Viacom. Mr. Suleman was named the Senior Vice President,  Finance of
CBS in August 1998 and Senior Vice President and Chief Financial  Officer of the
CBS Station Group in June 1997. In May 2000, CBS Corporation merged into Viacom.
From January  1997 to June 1997,  he served as Senior Vice  President  and Chief
Financial  Officer  of CBS  Radio.  From 1986  until its  acquisition  by CBS in
December 1996, Mr. Suleman was Vice President,  Finance, Chief Financial Officer
and a director of Infinity.

     Mr.  Dennis - has been a director of the Company  since May 24,  1994.  Mr.
Dennis has been a private  investor and  consultant  since December 2002 and has
served as Vice Chairman,  Office of the President,  Chief Corporate  Officer and
Chief  Financial  Officer of Tenet  Healthcare,  a hospital owner and healthcare
provider,  from March 2000 through  November 2002. Mr. Dennis served as Managing
Director,  Investment  Banking  for  Donaldson,  Lufkin  &  Jenrette  Securities
Corporation from April 1989 to February 2000.

     Ms. Hummer - has been a director of the Company  since March 29, 2000.  Ms.
Hummer has been Of Counsel to Manatt, Phelps & Phillips, LLP ("Manatt, Phelps"),
a law firm with offices in Los Angeles,  Orange County,  Palo Alto,  Sacramento,
New York and  Washington  D.C.,  since January 1999.  Prior to January 1999, Ms.
Hummer was a partner with Manatt,  Phelps  holding the  positions of Chairman of
the Management Committee and Co-Managing Partner. Ms. Hummer is currently on the
Board of Trustees,  CNI Charter  Funds;  Board of  Directors,  Los Angeles World
Affairs  Counsel;  Board of Directors,  The Music Center of Los Angeles  County;
Board of Trustees, Scripps College; Board of Trustees, UCLA/Armand Hammer Museum
of Art and Cultural Center; Board of Trustees,  Mount St. Mary's College;  Board
of Directors,  Children's Institute  International;  and Board of Directors, The
Regency  Club.  Ms.  Hummer  is also a member  of The  Committee  of 200 and the
National Women's Forum.

     Mr. Miles - has been a director of the Company since  December 9, 2002. Mr.
Miles has been President and Chief Executive  Officer of WQED  Multimedia  since
1994.  Mr.  Miles  is a CPA  and is on the  Board  of  Directors  of the  Public
Broadcasting   Service,   WESCO   International,   Inc.;   Equitable  Resources;
Harley-Davidson,  Inc.; Applied Technology Systems, Inc., Expeditionary Learning
Outward  Bound;  University  of  Pittsburgh;  Allegheny  Conference on Community
Development;  Education  Policy & Issues  Center;  and the  Carnegie  Museums of
Pittsburgh,  UPMC Health System.  Mr. Miles is also on the  Pittsburgh  Symphony
Orchestra Board of Advisers and serves as a director of the Mt. Ararat Community
Activity Center's Executive Board.

     Mr.  Greenberg  - has been a director of the  Company  since May 24,  1994.
Since  February  2001,  Mr.   Greenberg  has  been  President  of  Mirage  Music
Entertainment,  a company which owns the Mirage Record label. From April 1993 to
January  2001,  Mr.  Greenberg  served  as  President  of MJJ  Music,  a Michael
Jackson/Sony owned record label.

     Mr. Lerman - has been a director of the Company since April 19, 1995. Since
1986,  Mr.  Lerman  has  been a  member  of the  Washington,  D.C.  law  firm of
Leventhal,  Senter and Lerman,  PLLC and is currently  the manager of that firm.
Mr. Lerman was a director of Infinity from February 1992 through  December 1996.
Mr. Lerman is a member and the Vice  President-Development  of the  Mid-Atlantic
Regional Advisory Board of the University of Pennsylvania.

     Mr. Hollander - has been a director of the Company since September 22, 1999
and the Company's  President and Chief Executive  Officer since October 8, 1998.
Mr.  Hollander  was Vice  President and General  Manager of Infinity's  New York
radio station WFAN from April 1992 to October 1998. Mr. Hollander is Chairman of
the CJ Foundation  for SIDS and a member of the Board of Directors of Tomorrow's
Childrens Fund.

How are directors compensated?

     Cash  Compensation:  Directors of the Company who are not officers received
$3,750 per  meeting  attended  for their  services as  directors  and $1,875 per
meeting attended for their services as committee  members.  During 2002, Messrs.
Dennis, Greenberg, Holt, Lerman, Smith, Suleman and Ms. Hummer received $35,625,
$22,500, $18,750, $24,375, $22,500, $11,250 and $31,875,  respectively, in Board
and  Board  Committee  fees.  Mr.  Karmazin  has  elected  not to  receive  cash
compensation  for his  services as a director.  Mr.  Miles was  appointed to the
Board in  December  2002,  and  accordingly,  did not receive any Board or Board
Committee fees in 2002.

                                       6



     Options:  Directors of the Company who are not officers receive a mandatory
grant of stock options to acquire 10,000 shares of Common Stock each year.  Each
grant is made on the date of the Company's annual shareholder  meeting or on the
date they are appointed to the Board of Directors.  Mr. Karmazin has elected not
to receive  mandatory grants of stock options  normally  provided to non-officer
directors.

How often did the Board meet during 2002?

     The Board of Directors met six times during 2002.  Each  director  attended
more than 75% of the total  number of  meetings of the Board and  Committees  on
which he or she served.

What committees has the Board established?

     The Board of Directors has Audit, Nominating and Corporate Governance,  and
Compensation Committees.

     The members of the Audit Committee in 2002 were Messrs.  Dennis (Chairman),
Lerman  and Ms.  Hummer.  Mr.  Miles was  appointed  to the Audit  Committee  in
December 2002.  Pursuant to the  Sarbanes-Oxley  Act of 2002 (the "Act") and the
New York Stock Exchange ("NYSE") listing  standards,  Mr. Dennis,  and Mr. Miles
meet the  requirements  of  independence  proscribed  thereunder.  In  addition,
Messrs.  Dennis and Miles are considered "Financial Experts" pursuant to the Act
and the NYSE listing  standards.  The Audit Committee is mainly  responsible for
overseeing  the integrity of the Company's  financial  statements,  audits,  and
internal  controls  amongst  other  matters.  The Committee is also charged with
appointing,   setting  the   compensation   for  and  overseeing  the  Company's
independent  auditors and ensuring their  qualifications  and independence.  The
Audit Committee operates under a written charter,  which was revised and amended
as a  result  of the Act and  adopted  by the  Board  of  Directors.  The  Audit
Committee  charter is included herein as Appendix A, (the "Charter") and will be
available  on  the  Company  website.   The  Committee's   responsibilities  and
activities are further  discussed  below under "Report of the Audit  Committee."
There were five meetings of the Audit Committee during fiscal 2002.

     The  members  of the  Nominating  Committee  in 2002  were  Messrs.  Dennis
(Chairman),  Karmazin  and  Pattiz.  The  primary  function  of  the  Nominating
Committee  is to  recommend  possible  qualified  candidates  to the  Board  for
election as directors of the Company and to recommend a slate of directors  that
the Board  proposes  for election by  shareholders  at the annual  meeting.  The
Nominating  Committee  will also consider,  at meetings of the Committee,  those
recommendations by shareholders which are submitted, along with biographical and
business  experience  information,  to the  Company at its  principal  executive
office. There were several informal meetings of the Committee in 2002. Effective
March 25, 2003, the Board has  established  that the  Nominating  Committee will
become the Nominating and Corporate  Governance  Committee.  This Committee,  in
addition  to its  preexisting  role,  will be  responsible  for  overseeing  the
development  and  implementation  of the Company's  policies and practices  with
regard to corporate  governance.  The Company has, at the direction of The Board
of Directors,  sought a  reaffirmation  of  compliance of the Company's  Code of
Ethics from all its executives and employees.

     The members of the  Compensation  Committee in 2002 were Messrs.  Greenberg
(Chairman),  Dennis and Smith. The Compensation  Committee is comprised entirely
of independent members of the Board of Directors.  The Committee reviews, at the
behest  of the  Board,  compensation  strategy  and  structure  for  key  senior
executives.  The  Committee  also reviews and approves the  Company's  plans and
policies and generally oversees the Company's incentive  compensation and equity
based plans.  The Committee  administers  the Company's  Amended Stock Incentive
Plan, and is authorized to approve, and may negotiate,  employment  arrangements
with key  executives  of the  Company  and its  subsidiaries.  There  were three
meetings of the Compensation Committee in 2002, and Committee members engaged in
informal  discussions  and took several actions by written consent during fiscal
2002.

     The  Board  may  from  time  to  time,  establish  or  maintain  additional
committees as necessary or appropriate.

               PROPOSAL 2 - APPOINTMENT OF INDEPENDENT ACCOUNTANTS

     Action  will be taken at the annual  meeting to ratify the  appointment  of
PricewaterhouseCoopers  LLP as  independent  accountants  of the Company for the
fiscal year ending  December 31, 2003.  PricewaterhouseCoopers  LLP has been the
independent accountant of the Company since 1984. The Company knows of no direct
or material indirect  financial  interest of  PricewaterhouseCoopers  LLP in the
Company or of any  connection  of that firm with the Company in the  capacity of
promoter, underwriter, voting trustee, officer or employee.

                                       7



Report of  the Audit Committee

     The Audit Committee operates pursuant to its Charter, which was revised and
approved by the Board of  Directors  and is  included  herein as Appendix 1. The
Charter, which complies with applicable SEC regulations,  Sarbanes-Oxley and New
York Stock Exchange rules,  addresses five broad areas of  responsibility of the
Committee:

1)   Reviewing and discussing the preparation of quarterly and annual  financial
     reports with the Company's management and its independent accountants;
2)   Supervising  the  relationship  between  the  Company  and its  independent
     accountants,   including   discussing  the  matters   required  by  SAS  61
     (Codification  of Standards  on Auditing  Standards)  with its  independent
     accountants,  evaluating the  independence of the accountants in accordance
     with Independence Standards Board Standard No. 1 (Independence  Discussions
     with Audit  Committees),  and  recommending  their  appointment or removal,
     reviewing the scope of their audit and non-audit services and related fees;
3)   Overseeing  management's  implementation  of effective  systems of internal
     controls;
4)   Reviewing and approving the internal corporate audit staff functions; and
5)   Reviewing  and  investigating  any matters  pertaining  to the integrity of
     management,  including conflicts of interest,  or adherence to standards of
     business conduct.

     The Committee or its Chairman  reviewed and discussed with both  management
and its independent  accountants all financial  statements prior to their filing
with the SEC.  Management  advised the Committee in each case that all financial
statements  were  prepared in  accordance  with  generally  accepted  accounting
principles,  and reviewed  significant issues with the Committee.  The Committee
also held discussions with the Company's independent  accountants concerning the
matters required to be discussed by SAS 61.

     The Committee also discussed with  PricewaterhouseCoopers LLP ("PWC") their
independence  and received from PWC the written  disclosures and the letter from
PWC  required by  Independence  Standards  Board  Standard  No. 1,  Independence
Discussions  with Audit  Committees.  In addition,  the Committee has considered
whether  the  provision  of  non-audit   services  by  PWC  is  compatible  with
maintaining their independence.

     Based on its reviews and  discussions,  the  Committee  recommended  to the
Board of Directors that the Board approve the inclusion of the Company's audited
financial  statements in the Company's Annual Report on Form 10-K. The Committee
also  recommended  to the Board of  Directors  the  selection  of the  Company's
independent accountants for the year ending December 31, 2003.

The Audit Committee

David L. Dennis, Chairman of the Audit Committee
Maria D. Hummer
Steven Lerman
George L. Miles, Jr.

Audit Fees

     PWC has audited the  consolidated  financial  statements of the Company for
the year ended  December  31,  2002.  Direct fees related to the issuance of the
audit  opinion  and the  timely  review of  quarterly  reports on Form 10-Q were
$287,500.


                                       8


Financial Information Systems Design and Implementation Fees

     PWC did not render  services  relating  to  financial  information  systems
design and implementation for the year ended December 31, 2002 and, accordingly,
no fees were billed for any such services.

Non-Audit Fees

     The  Audit   Committee  has  also  adopted   policies  and  procedures  for
preapproving all non-audit work performed by PWC. PWC received  $118,000 in fees
for audit related  services in 2002.  Such fees relate to auditing the Company's
employee benefit plans, auditing a subsidiary's financial statements in relation
to a  government  contract,  consulting  with  respect  to  the  renewal  of the
Management   Agreement  and  regarding  the  implementation  of  new  accounting
pronouncements.

Representation of Independent Accountants at Annual Meeting

     A  representative  of  PricewaterhouseCoopers  LLP will be  present  at the
annual meeting and will have an opportunity to make a statement.  He or she will
also respond to appropriate questions.

     The  affirmative  vote of a majority of the Common Stock and Class B Stock,
voting  together  as a single  class,  represented  in person or by proxy at the
annual  meeting is required for passage.

     THE  BOARD  OF  DIRECTORS   RECOMMENDS  THAT   SHAREHOLDERS  VOTE  FOR  THE
RATIFICATION  OF THE  APPOINTMENT OF  PRICEWATERHOUSECOOPERS  LLP AS INDEPENDENT
ACCOUNTANTS.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Messrs. Karmazin and Hollander are officers or employees of Infinity, which
beneficially owns 15.6% of the Common Stock of the Company. Infinity manages the
business and  operations of the Company  pursuant to the terms of the Management
Agreement, by providing to the Company the services of a chief executive officer
and a chief financial officer.  The agreement was entered into in March 1999 and
was  subsequently  amended to, among other things,  extend the  agreement  until
March 31, 2009. Pursuant to the Management  Agreement,  the Company is obligated
to pay to  Infinity  an  annual  base fee  subject  to an annual  increase  by a
percentage  amount equal to the  increase  based on a specified  consumer  price
index. The fee in 2002 was  approximately  $2,712,000.  Effective April 1, 2004,
the  Company  will be  obligated  to pay to  Infinity  an annual base fee in the
amount of $3,000,000 subject to an annual increase for each year thereafter by a
percentage amount equal to the increase in a specified price index for the prior
year.

     In addition,  the Company pays to Infinity  incentive bonus compensation in
an amount equal to 10% of the amount by which the Company's  operating cash flow
exceeds a target amount for the applicable year, subject to certain adjustments.
The Company  must also  reimburse  Infinity for certain  out-of-pocket  expenses
incurred by Infinity in performing the services  contemplated  by the Management
Agreement  consistent with past practice.  Under the Management  Agreement,  the
Company paid or accrued amounts to Infinity aggregating approximately $5,012,000
during fiscal 2002. As additional  compensation to Infinity under the Management
Agreement,  Infinity  was  granted  on March  30,  1999,  warrants  to  purchase
2,000,000  shares of Common  Stock at a price of $10.00 per share (sold in 2001)
and  2,000,000  shares of Common  Stock at a price of $12.50 per share  (sold in
2002,  see below),  in each case  exercisable  only if certain  thresholds  with
respect to the  Company's  Common Stock price were met. On January 2, 2003,  the
Company,  pursuant to the Letter  Agreement  which was ratified by the Company's
disinterested shareholders on May 29, 2002, agreed to grant Infinity warrants to
purchase an aggregate  4,500,000 shares of the Company's Common Stock (comprised
of two  warrants  to  purchase  1,000,000  Common  shares per  warrant  and five
warrants  to purchase  500,000  Common  shares per  warrant).  Of the  4,500,000
warrants  issued,  the two one million share  warrants have an exercise price of
$43.11 and $48.36, respectively,  and become exercisable if the average price of
the Company's  Common Stock reaches a price of $64.67 and $77.38,  respectively,
for at least 20 out of 30 consecutive trading days for any period throughout the
ten year term of the warrants.

     Of the remaining five warrants to purchase an aggregate of 2,500,000 Common
shares,  the  exercise  price  for  each of the five  warrants  will be equal to
approximately  115%, 132%, 152%,  175%, and 201%,  respectively,  of the average
price of the Company's  Common Stock for the 15 trading days prior to January 2,
2004.  The  five  warrants  have  a  term  of 10  years  (only  if  they  become
exercisable)  and can become  exercisable on January 2, 2005,  2006, 2007, 2008,
and  2009,  respectively.  Additionally,  in order  for the  warrants  to become
exercisable,  the average price of the Company's Common Stock for each of the 15
trading days prior to January 2 of such year (commencing on January 2, 2005 with
respect to the first 500,000  warrant  tranche and each January 2 thereafter for


                                       9


each of the remaining four warrants) must be at least equal to both the exercise
price of the  warrant  and 120% of the  corresponding  prior year 15 day trading
average.

     The Company and  Infinity  have also  entered  into a  registration  rights
agreement  with respect to the shares of Common Stock  issuable upon exercise of
the warrants pursuant to which the Company granted to Infinity  specified demand
and  registration  rights.  In 2002,  Infinity  sold its $12.50  warrants to the
Company  in  two  separate  transactions,  receiving  net  proceeds  aggregating
$51,070,000. The transactions,  which were completed at a discount to the market
value  of the  securities,  were  reviewed  and  approved  by  the  Compensation
Committee  and by the  Board of  Directors  other  than the  directors  who were
officers or employees of Infinity.

     The Management Agreement provides that all transactions between the Company
and Infinity or its affiliates  will be on a basis that is at least as favorable
to the Company as if the transaction were entered into with an independent third
party. In addition,  subject to specified exceptions, all agreements between the
Company and Infinity or any of its  affiliates  must be approved by the Board of
Directors.

     The Company has a Representation Agreement with Infinity to operate the CBS
Radio  Networks  until March 31,  2009.  The Company  retains all revenue and is
responsible for all expenses of the CBS Radio Networks. In addition, a number of
Infinity's  radio stations are affiliated  with the Company's radio networks and
the Company purchases  several programs from Infinity.  During 2002, the Company
incurred expenses aggregating approximately $77,566,000 under the Representation
Agreement and for Infinity affiliations and programs.

     Mr. Suleman has been President and Chief Executive Officer of Citadel since
April 2002.  Many of the radio  stations  owned by Citadel  have been  broadcast
programming  produced by the Company both before and after Mr. Suleman became an
officer of Citadel.  During the time that Mr. Suleman was an officer of Citadel,
the Company paid Citadel owned stations  approximately  $442,000 pursuant to the
terms of the stations affiliation agreements with the Company.

     Mr. Lerman has been a member of the Washington, D.C. law firm of Leventhal,
Senter and Lerman,  PLLC since  1986.  From time to time,  the  Company  engages
Leventhal,  Senter and Lerman, PLLC in certain matters. The fees associated with
those  engagements  aggregated  approximately  $35,000  in  2002.  In  addition,
Leventhal,  Senter and Lerman PLLC  provides  services to Infinity.  Mr.  Lerman
serves as Infinity's General Counsel.

Compensation Committee Interlocks and Insider Participation

     As stated above, the Company's  Compensation  Committee is comprised solely
of independent  outside  directors.  The Compensation  Committee consists of Mr.
Greenberg,   Mr.  Dennis  and  Mr.  Smith.   The  Company  has  no  interlocking
relationships or other transactions  involving any of our Compensation Committee
members that are required to be reported  pursuant to applicable  Securities and
Exchange Commission rules.

                               EXECUTIVE OFFICERS

     Disclosure  regarding  compensation  is provided for each of the  executive
officers of the  Company  (collectively,  the "Named  Executive  Officers")  who
served as  executive  officers  at the end of or during  the  fiscal  year ended
December 31, 2002:

     Norman  J.  Pattiz..........  The  Company's  Chairman  of the  Board  at
                                   December 31, 2002.

     Joel  Hollander.............  The Company's Chief  Executive  Officer and
                                   President at December 31, 2002.

     Farid Suleman...............  The Company's Executive Vice President and
                                   Chief Financial Officer from January 1, 2002.
                                   to March 31, 2002.

     Charles I. Bortnick.........  The Company's Chief Operating Officer at
                                   December 31, 2002.

     Jacques  Tortoroli..........  The Company's  Executive  Vice President and
                                   Chief Financial Officer at December 31, 2002.


     The  professional  background  of the  Executive  Officers who are not also
directors of the Company follows:

Charles I. Bortnick

     Charles I. Bortnick (age 49) has been Chief  Operating  Officer at Westwood
One since August 2002.  From  September  1999 to July 2002,  Bortnick  served as
Chief   Operating   Officer/President   of  Westwood's   Metro   Networks/Shadow
Broadcasting Services. From 1996 until the Westwood One/Metro Networks merger in
September 1999, Bortnick served as President of Metro Networks.  Mr. Bortnick is
a board  member  of the  Radio  Advertising  Bureau  and the  March of Dimes AIR
Awards.
                                       10

Jacques Tortoroli

     Jacques  Tortoroli  (age  46),  as a  result  of  the  Infinity  Management
Agreement,  is Chief Financial Officer ("CFO") of Westwood One. Mr. Tortoroli is
also the CFO of Infinity Broadcasting  Corporation.  Prior to his appointment as
CFO in July 2002, Tortoroli served as CFO of the e-Services  consultancy Scient,
Inc. from December 2001 to June 2002. Tortoroli was with Young and Rubicam, Inc.
where he served as CFO of Y&R  Advertising,  Senior Vice President - Finance and
Chief Accounting  Officer,  and CFO of Young & Rubicam,  Inc. from April 1998 to
October 2001. Previously,  Tortoroli spent 12 years with PepsiCo, Inc. including
financial  roles in  PepsiCo,  Inc.  and  Pepsi-Cola  International.  He  served
multi-year  assignments  in the Company's  London and Rome based  operations and
served  as Vice  President  and  Controller  of  Pepsi-Cola  International.  Mr.
Tortoroli is a director of Ibiquity and a member of the Board of Trustees of St.
Thomas  Acquinas  College;   the  RDG  Group;  and  the  Advertising   Education
Foundation. He is a CPA licensed in New York State.

Employment Agreements

     The Company has a written employment  agreement with Mr. Pattiz,  effective
April 29,  1998,  pursuant  to which Mr.  Pattiz is to serve as  Chairman of the
Board of the Company for a five-year term ending  November 30, 2003 at an annual
salary of $500,000.  The agreement also granted Mr. Pattiz  ten-year  options to
acquire  1,000,000 shares of Common Stock under the 1989 Plan (which vest at the
rate of  200,000  shares  per year  over the  five-year  term of the  employment
agreement) and provides additional benefits which are standard for executives in
the  industry.  The  agreement  generally  will be terminable by Mr. Pattiz upon
ninety days' written notice to the Company; it will be terminable by the Company
only in the event of death,  permanent and total disability,  or for "cause." In
the event of permanent  and total  disability,  Mr. Pattiz will receive his base
salary  for the  following  twelve  months  and 75% of his base  salary  for the
remainder of the term of the  agreement.  In the event of a "change of control,"
as defined in the  agreement,  any  unvested  options  granted  pursuant to this
agreement will become  immediately  exercisable  and Mr. Pattiz will continue to
receive any base  compensation  he would have otherwise been entitled to receive
for the remaining term of the agreement. In addition, Mr. Pattiz has full "piggy
back registration rights" and limited demand registration rights with respect to
any and all of the Common Stock owned by Mr. Pattiz.


                                       11


                      EXECUTIVE COMPENSATION SUMMARY TABLE

     The following table sets forth the compensation for services to the Company
received by the Named Executive Officers in 2002, 2001 and 2000.



                                                                                            


                                             Annual Compensation
                               ----------------------------------------------------------------------------------------------
                                                                                               Long-Term
                                                                                             Compensation
                                                                                                Awards
                                                                                                ------
                                                                                              Securities
Name and                                                                 Other Annual         Underlying         All Other
Principal Position              Year        Salary       Bonus           Compensation           Options         Compensation
------------------              ----        ------       -----           ------------         ----------        ------------
                                                                              (1)

Norman J. Pattiz                2002       $500,000        --                 --                   --                --
  Chairman of the Board         2001        500,000        --                 --                   --                --
                                2000        500,000        --                 --                 20,000              --

Joel Hollander                  2002          --           --                 --                250,000              --
  Chief Executive Officer       2001          --           --                 --                100,000              --
  And President (2)             2000          --           --                 --                   --                --

Charles I. Bortnick (3)         2002        420,000     $150,000           $70,000              50,000            $2,569 (5)
   Chief Operating Officer

Farid Suleman (2)               2002          --           --                 --                   --                --
  Chief Financial Officer       2001          --           --                 --                   --                --
                                2000          --           --                 --                700,000              --

Jacques Tortoroli (2 and 4)     2002          --           --                 --                 50,000              --
   Chief Financial Officer


_________________________________

(1)  Includes  the  aggregate  cost to the Company (if such amount  exceeded the
     lesser of  $50,000  or 10% of such  officer's  salary and bonus) of various
     prerequisites and other personal benefits.
(2)  Mr. Hollander assumed his position  effective October 8, 1998,  pursuant to
     the terms of the Management Agreement between the Company and Infinity. Mr.
     Suleman  assumed  this  position  effective  February 3, 1994 and held such
     position  until he resigned  his  position as CFO with the Company on March
     31,  2002.  Messrs.  Hollander,  Suleman  and  Tortoroli  do not or did not
     receive any cash compensation from the Company.  All compensation under the
     Management Agreement is paid to Infinity. Mr. Hollander was granted 100,000
     options to purchase  Common Stock in 2001 and 250,000  options in 2002, Mr.
     Suleman was granted 700,000  options in 2000 and Mr.  Tortoroli was granted
     50,000 options in 2002. Not included  herein are 10,000 options  granted to
     Mr. Suleman in May 2002 as a result of the mandatory grants of options made
     to non-employee members of the Company's Board of Directors.
(3)  Appointed Chief Operating Officer of the Company in July, 2002.
(4)  Appointed  Executive  Vice  President  and Chief  Financial  Officer of the
     Company in July, 2002.
(5)  All other Compensation  consisted of Company  contributions to the employee
     Savings and Profit-Sharing Plan.



                                       12





                                                                                                   

The following table shows grants in 2002 of stock options to the Named Executive Officers:

                                            Individual Grants
                        -----------------------------------------------------------------
                            Number of           % of Total                                        Potential Realizable Value at
                            Securities        Options Granted    Exercise or                      Assumed Annual Rates of Stock
                        Underlying Options    to Employees in     Base Price   Expiration             Price Appreciation for
    Name                     Granted          Fiscal 2002 (2)     ($/Share)       Date                  5%              10%
    ----                ------------------    ---------------    -----------   ----------         -----------------------------

Joel Hollander             250,000 (1)             21.0%            $37.27       3/14/12            $5,870,000      $14,815,000
Charles I. Bortnick         50,000                  4.2%             35.19       9/25/12             1,108,000        2,798,000
Jacques Tortoroli           50,000                  4.2%             35.19       9/25/12             1,108,000        2,798,000



(1)  These options were granted under the 1999 Plan on March 14, 2002 and become
     exercisable 20% per year on each anniversary date between 2003 and 2007.
(2)  Percentage  calculations  exclude the impact of a mandatory grant of 70,000
     options  at $38.34 per share on May 29,  2002 and 10,000  options at $37.62
     per share on December 5, 2002 to outside  directors (10,000 each to Messrs.
     Dennis,  Greenberg,  Holt, Hummer, Lerman, Miles, Smith and Suleman) which,
     in accordance with the terms of the 1999 Plan,  become  exercisable 20% per
     year on each May 29 or December 5 between 2003 and 2007.

The following  table  provides  information  as to stock options to purchase the
Company's  Common Stock exercised  during 2002 by the Named Executive  Officers;
the unexercised  options to purchase the Company's Common Stock and the value of
options held by them at year-end:



                                                                                  

                                                           Number of Securities
                                                               Underlying                Value of Unexercised
                                                           Unexercised Options           In-the-Money Options
                     Shares                                 at Fiscal Year End          at Fiscal Year End (1)
                    Acquired          Value            -----------------------------  ----------------------------
     Name         on Exercise       Realized           Exercisable     Unexercisable  Exercisable    Unexercisable
     ----         -----------       --------           -----------     -------------  -------------  -------------

Norman J. Pattiz        -               -                 404,000          208,000    $ 9,415,000     $4,855,000

Joel Hollander       160,000       $ 4,027,000            120,000          470,000      3,281,000      4,938,000

Farid Suleman        300,000        10,347,000          1,120,000          500,000     25,140,000      6,051,000

Charles I. Bortnick   75,000         1,135,000             60,000          215,000        939,000      2,720,000

Jacques Tortoroli       --              --                   --             50,000          -            109,000




(1)  On December 31, 2002, the closing per share price for the Company's  Common
     Stock on the New York Stock Exchange was $37.36.


                                       13



                                PERFORMANCE GRAPH

     The performance graph below compares the cumulative  stockholder  return of
the  Company's  Common  Stock to the Dow Jones  Equity  Market Index and the Dow
Jones Media Industry Index for the Company's last five calendar years. The graph
assumes that $100 was invested in the  Company's  Common Stock and each index on
December 31, 1997.

     The following  table sets forth the closing  price of the Company's  Common
Stock at the end of each of the last five calendar years.

    Measurement                             Dow Jones       Dow Jones
      Period                                 Equity           Media
(last business day        Westwood           Market         Industry
 of calendar year)        One, Inc.          Index            Index
------------------        ---------         ---------       ---------

      1997                   100               100             100
      1998                    82               125             129
      1999                   205               153             206
      2000                   104               139             146
      2001                   162               122             134
      2002                   201                95              92

Base Year

  1997      1998       1999       2000        2001         2002
  ----      ----       ----       ----        ----         ----

 $18.56    $15.25     $38.00     $19.31      $30.05       $37.36


                                       14



                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Section 16(a) of the Exchange Act requires the Company's executive officers
and directors,  and persons who own more than ten percent of a registered  class
of the Company's equity securities,  to file reports of ownership and changes in
ownership  with the  Securities  and Exchange  Commission.  Executive  officers,
directors and more than ten percent  shareholders are required by Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) forms they file.

     Based  solely on its review of the copies of such forms  received by it, or
written  representations from its directors and executive officers,  the Company
believes  that during 2002 its executive  officers,  directors and more than ten
percent beneficial owners complied with all SEC filing  requirements  applicable
to them, with the exception of Mr. Dennis, Mr. Holt, Ms. Hummer, Mr. Lerman, Mr.
Smith,  and Mr.  Hollander  who  inadvertently  failed  to timely  file  reports
disclosing  a  stock  option  grant;   and  Mr.  Miles  and  Mr.   Bortnick  who
inadvertently failed to timely file reports disclosing the event upon which they
became reporting  persons.  These  transactions on behalf of the  aforementioned
have subsequently been reported.

                                  SOLICITATION

     The  cost  of  preparing,  assembling,  printing  and  mailing  this  proxy
statement  and the  accompanying  proxy card will be borne by the  Company.  The
Company has  requested  banks and  brokers to solicit  their  customers  who are
beneficial owners of Common Stock listed of record in the names of the banks and
brokers,  and  will  reimburse  these  banks  and  brokers  for  the  reasonable
out-of-pocket  expenses of their  solicitations.  The original  solicitation  of
proxies  by  mail  may be  supplemented  by  telephone,  telegram  and  personal
solicitation  by officers and other  regular  employees  of the Company,  but no
additional  compensation will be paid on account of these additional activities.
MacKenzie  Partners  may  solicit  proxies  by mail,  telephone,  telegraph  and
personal  solicitation,  and will  request  banks,  brokers and other  nominees,
fiduciaries and custodians nominally holding shares of Common Stock of record to
forward proxy soliciting  material to the beneficial owners of such shares.  For
these services,  the Company will pay MacKenzie  Partners a fee estimated not to
exceed $3,500, plus reimbursement for expenses.

                         SHAREHOLDER PROPOSALS FOR 2003

     Under the rules of the Securities and Exchange Commission,  any shareholder
proposal  intended for inclusion in the proxy material for the Annual Meeting of
Shareholders  to be held in 2004 must be received by the Company by December 31,
2003 to be eligible for inclusion in such proxy  material.  Proposals  should be
addressed to Gary J. Yusko, Secretary,  Westwood One, Inc., 40 West 57th Street,
5th Floor, New York, NY 10019. Proposals must comply with the proxy rules of the
Securities and Exchange Commission relating to shareholder proposals in order to
be included in the proxy  materials.  Additionally,  the Company's proxy holders
for the Company's 2004 Annual Meeting of  Shareholders  will have  discretionary
authority to vote on any  shareholder  proposal that is presented at such annual
meeting but that is not included in the Company's proxy materials, unless notice
of such  proposal is received by the Secretary of the Company on or before March
30, 2004.


                                              By Order of the Board of Directors



                                              /S/ Gary J. Yusko
                                              -----------------
                                              Gary J. Yusko
                                              Secretary


New York, New York
April 21, 2003



                                       15



PROXY

                               WESTWOOD ONE, INC.

    Proxy for 2003 Annual Meeting of Shareholders for Holders of Common Stock
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                               WESTWOOD ONE, INC.

     The undersigned  shareholder of Westwood One, Inc., a Delaware  corporation
(the   "Company"),   hereby  appoints  Gary  J.  Yusko  and  Tina  Haut  as  the
undersigned's  proxies,  each with full power of  substitution to attend and act
for the  undersigned at the Annual Meeting of  Shareholders of the Company to be
held on May 28, 2003 at 10:00 a.m., Pacific Time, in The Great Room of the W Los
Angeles  Hotel,  930  Hilgard  Avenue,  Los  Angeles,  California  90024 and any
adjournments  thereof,  and to represent  and vote as  designated on the reverse
side all of the shares of Common Stock of the Company that the undersigned would
be entitled to vote.

         The  proxies,  and each of them,  shall  have all the  powers  that the
undersigned would have if acting in person.  The undersigned  hereby revokes any
other proxy to vote at the Annual  Meeting and hereby  ratifies and confirms all
that the  proxies,  and each of them,  may  lawfully do by virtue  hereof.  With
respect to matters not known at the time of the  solicitation of this proxy, the
proxies are authorized to vote in accordance with their best judgments.

SEE REVERSE         CONTINUED AND TO BE SIGNED ON REVERSE SIDE      SEE REVERSE
-----------                                                         -----------
  SIDE                                                                SIDE


                                      A-1





          X       Please mark votes as in this example.
        -----

The proxies present at the Annual Meeting, either in person or by substitute (or
if only one shall be  present  and act,  then that  one),  shall vote the shares
represented by this proxy in the manner indicated below by the  shareholder.  IF
NO  INSTRUCTIONS  TO THE CONTRARY ARE INDICATED ON THIS PROXY,  IT WILL BE VOTED
FOR ITEMS 1 and 2 SHOWN BELOW. The Board of Directors  recommends a vote FOR all
nominees in Item 1 and FOR Item 2.

1.   Election of Class II Directors.  Nominees:  (01) David  Dennis,  (02) Maria
     Hummer, (03) George Miles, Jr. and (04) Farid Suleman


          -----  FOR ALL NOMINEES            -----    WITHHELD FROM ALL NOMINEES

          -----  FOR ALL NOMINEES EXCEPT AS NOTED ABOVE


2.   Ratification  of  the  selection  of  PricewaterhouseCoopers   LLP  as  the
     independent  accountants of the Company for the fiscal year ending December
     31, 2003.

                  FOR               AGAINST          ABSTAIN

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



                           MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
                                                                          -----

                           PLEASE  MARK,   SIGN,  DATE  AND  RETURN  YOUR  PROXY
                           PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

                           IMPORTANT:  In signing  this proxy,  please sign your
                           name or names on the signature  line in the same way
                           as  indicated  on  this  proxy.  When  signing  as an
                           attorney,   executor,   administrator,   trustee   or
                           guardian, please give your full title as such.
                           EACH JOINT OWNER MUST SIGN.

Signature:              Date:             Signature:              Date:
          -------------      -------                -------------      -------

                                      A-2



                                      PROXY

                               WESTWOOD ONE, INC.

   Proxy for 2003 Annual Meeting of Shareholders for Holders of Class B Stock
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                               WESTWOOD ONE, INC.

     The undersigned  shareholder of Westwood One, Inc., a Delaware  corporation
(the   "Company"),   hereby  appoints  Gary  J.  Yusko  and  Tina  Haut  as  the
undersigned's  proxies,  each with full power of  substitution to attend and act
for the  undersigned at the Annual Meeting of  Shareholders of the Company to be
held on May 28, 2003 at 10:00 a.m., Pacific Time, in The Great Room of the W Los
Angeles  Hotel,  930  Hilgard  Avenue,  Los  Angeles,  California  90024 and any
adjournments  thereof,  and to represent  and vote as  designated on the reverse
side all of the  shares  of Class B Stock of the  Company  that the  undersigned
would be entitled to vote.

     The  proxies,  and  each of  them,  shall  have  all the  powers  that  the
undersigned would have if acting in person.  The undersigned  hereby revokes any
other proxy to vote at the Annual  Meeting and hereby  ratifies and confirms all
that the  proxies,  and each of them,  may  lawfully do by virtue  hereof.  With
respect to matters not known at the time of the  solicitation of this proxy, the
proxies are authorized to vote in accordance with their best judgments.

SEE REVERSE         CONTINUED AND TO BE SIGNED ON REVERSE SIDE      SEE REVERSE
-----------                                                         -----------
  SIDE                                                                SIDE


                                      A-3




          X       Please mark votes as in this example.
        -----

The proxies present at the Annual Meeting, either in person or by substitute (or
if only one shall be  present  and act,  then that  one),  shall vote the shares
represented by this proxy in the manner indicated below by the  shareholder.  IF
NO  INSTRUCTIONS  TO THE CONTRARY ARE INDICATED ON THIS PROXY,  IT WILL BE VOTED
FOR ITEMS 1 and 2 SHOWN BELOW.  The Board of  Directors  recommends a vote
FOR nominee in Item 1 and FOR Item 2.

1.   Election of Class II Director.
     Nominee: (01) Farid Suleman


          -----  FOR THE NOMINEE           -----    WITHHELD FROM THE NOMINEE


2.   Ratification  of  the  selection  of  PricewaterhouseCoopers   LLP  as  the
     independent  accountants of the Company for the fiscal year ending December
     31, 2003.

                  FOR               AGAINST          ABSTAIN

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


                           MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
                                                                          -----

                           PLEASE  MARK,   SIGN,  DATE  AND  RETURN  YOUR  PROXY
                           PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

                           IMPORTANT:  In signing  this proxy,  please sign your
                           name or names on the signature  line in the same ways
                           as  indicated  on  this  proxy.  When  signing  as an
                           attorney,   executor,   administrator,   trustee   or
                           guardian, please give your full title as such.
                           EACH JOINT OWNER MUST SIGN.

Signature:              Date:             Signature:              Date:
          -------------      -------                -------------      -------



                                       A-4


                                   APPENDIX 1

                                WESTWOOD ONE INC.

                             AUDIT COMMITTEE CHARTER

This charter reflects the scope of the duties and  responsibilities of the Audit
Committee (the "Committee") of the Board of Directors  ("Board") of Westwood One
Inc. (the "Company").

Purpose

     The Committee is  established  by the Board of Directors for the purpose of
overseeing the accounting and financial  reporting  processes of the Company and
audits of the financial statements of the Company.

     The Committee is responsible for (1) assisting the Board's oversight of (a)
the quality and  integrity of the  Company's  financial  statements  and related
disclosure, (b) the Company's compliance with legal and regulatory requirements,
(c) the  independent  auditor's  qualifications  and  independence,  and (d) the
performance of the Company's  internal audit function and independent  auditors,
and to prepare  reports if any, as  required  to be  prepared  by the  Committee
pursuant to the SEC rules for inclusion in the Company's  annual proxy statement
or otherwise.

Composition

1.   Members.  The Committee  shall consist of as many members as the Board,  in
     consultation with the Committee itself,  shall determine,  but in any event
     not fewer  than  three  members.  The  members  of the  Committee  shall be
     appointed  annually  by the  Board,  based upon the  recommendation  of the
     Corporate Governance/Nominating Committee of the Board.

2.   Qualifications.  Each  member of the  Committee  shall meet all  applicable
     independence,  financial literacy and other requirements of law and the New
     York Stock  Exchange.  The  Committee  shall have at least one member  with
     financial  expertise  necessary  to meet the  requirements  of the New York
     Stock  Exchange  and who  either  falls  within  the  definition  of "audit
     committee  financial  expert"  as defined by the  Securities  and  Exchange
     Commission  or who, in the  business  judgment of the Board,  is capable of
     serving the functions expected of such an audit committee financial expert.

3.   Chair. The Chair of the Committee shall be elected by the Board, based upon
     the recommendation of the Corporate  Governance/Nominating Committee of the
     Board.

4.   Removal and  Replacement.  The members of the  Committee  may be removed or
     replaced, and any vacancies on the Committee shall be filled, by the Board,
     based  upon  the  recommendation  of  the  Corporate  Governance/Nominating
     Committee of the Board.

Operations

1.   Meetings.  The Chair of the Committee,  in consultation  with the Committee
     members,  shall  determine  the  schedule and  frequency  of the  Committee
     meetings,  provided that the  Committee  shall meet at least four times per
     year. The Committee shall meet  separately,  periodically  with management,
     the General Counsel,  the internal auditor and the independent auditor. The
     Committee shall also meet separately with the independent  auditor at every
     meeting of the Committee at which the independent auditor is present.

2.   Agenda.  The Chair of the Committee  shall develop and set the  Committee's
     agenda, in consultation with other members of the Committee. Each member of
     the Board and members of  management  are free to suggest the  inclusion of
     items on the agenda. The agenda and information  concerning the business to
     be conducted at each Committee meeting shall, to the extent  practical,  be
     communicated  to the members of the  Committee  sufficiently  in advance of
     each meeting to permit meaningful review.

3.   Report to Board.  The Committee shall report  regularly to the entire Board
     and shall submit to the Board the minutes of its meetings.

4.   Self-Evaluation;  Assessment  of Charter.  The  Committee  shall conduct an
     annual performance self-evaluation and shall report to the entire Board the
     results of the self-evaluation.  The Committee shall assess the adequacy of
     this Charter annually and recommend any changes to the Board.

Authority and Duties

Independent Auditor's Qualifications and Independence

1.   The Committee shall be directly responsible for the appointment, retention,
     termination,  compensation  and  oversight  of the work of the  independent
     auditor  employed by the Company  (including  resolution  of  disagreements
     between  management  and  the  independent   auditor  regarding   financial
     reporting)  for the  purpose of  preparing  or  issuing an audit  report or
     related  work.  The  independent  auditor  shall  report  directly  to  the
     Committee.

2.   The  Committee  shall have the sole  authority to  preapprove  all auditing
     services and permitted non-audit services to be provided by the independent
     auditor. The Committee may form and delegate to subcommittees consisting of
     one or more  members when  appropriate,  including  the  authority to grant
     preapprovals of permitted  non-audit  services,  provided that decisions of
     such  subcommittee  to grant  preapprovals  shall be  presented to the full
     Committee at its next scheduled  meeting.  The Committee  shall review with
     the lead audit partner whether any of the senior audit team members receive
     any  discretionary  compensation  from  the  audit  firm  with  respect  to
     non-audit services performed by the independent auditor.




3.   The  Committee  shall obtain and review with the lead audit partner and, if
     the Committee deems it  appropriate,  a more senior  representative  of the
     independent auditor, annually or more frequently as the Committee considers
     appropriate,   a  report  by  the  independent  auditor   describing:   the
     independent  auditor's internal  quality-control  procedures;  any material
     issues raised by the most recent internal  quality-control  review, or peer
     review,  of  the  independent  auditor,  or  by  any  inquiry,   review  or
     investigation   by  governmental   or  professional  or  other   regulatory
     authorities, within the preceding five years, respecting independent audits
     carried out by the  independent  auditor,  and any steps taken to deal with
     these issues;  and (to assess the independent  auditor's  independence) all
     relationships between the independent auditor and the Company.

4.   The Committee shall review the experience,  qualifications  and performance
     of the senior members of the independent auditor team.

5.   The  Committee  shall  preapprove  the  hiring  of any  employee  or former
     employee of the independent auditor who was a member of the Company's audit
     team during the preceding  three fiscal years.  In addition,  the Committee
     shall  preapprove  the hiring of any  employee  or former  employee  of the
     independent  auditor  (within the preceding  three fiscal years) for senior
     positions  within the  Company,  regardless  of whether  that  person was a
     member of the Company's audit team.

Financial Statements and Related Disclosure

6.   The  Committee  shall  review  and  discuss  the annual  audited  financial
     statements  and quarterly  financial  statements  with  management  and the
     independent   auditor,    including   the   Company's   disclosures   under
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations," before the filing of the Company's Form 10-K and Form 10-Q.

7.   The  Committee  shall review and discuss  with  management  earnings  press
     releases before they are issued.  The Committee shall review generally with
     management the nature of the financial  information  and earnings  guidance
     provided to analysts and rating agencies.

8.   The Committee shall review with the independent  auditor:  (a) all critical
     accounting  policies  and  practices to be used by the Company in preparing
     its  financial  statements,  (b) all  alternative  treatments  of financial
     information   within  GAAP  that  have  been  discussed  with   management,
     ramifications of the use of these  alternative  disclosures and treatments,
     and the  treatment  preferred  by the  independent  auditor,  and (c) other
     material  communications  between the  independent  auditor and management,
     such as any  management  letter or schedule of unadjusted  differences.  In
     addition, the Committee shall review with the independent auditor any audit
     problems or difficulties and management's response.



9.   The Committee shall review with management,  and any outside  professionals
     as the Committee considers appropriate,  the effectiveness of the Company's
     disclosure controls and procedures.

10.  The Committee shall review with management,  and any outside  professionals
     as the Committee considers  appropriate,  important trends and developments
     in financial  reporting  practices and requirements and their effect on the
     Company's financial statements.

11.  The  Committee  shall  prepare the report  required by the  Securities  and
     Exchange Commission to be included in the Company's annual proxy statement.

Performance of the Internal Audit Function and Independent Auditors

12.  The Committee shall review with  management,  the internal  auditor and the
     independent auditor the scope,  planning and staffing of the proposed audit
     for the current year.  The Committee  shall also review the internal  audit
     function's  organization,  responsibilities,  plans,  results,  budget  and
     staffing.  In  addition,  the  Committee  shall  review  and  advise on the
     appointment,  replacement,  reassignment  or  dismissal  of  the  principal
     internal auditor.

13.  The Committee shall review with  management,  the internal  auditor and the
     independent  auditor  the  quality,   adequacy  and  effectiveness  of  the
     Company's  internal  controls and any significant  deficiencies or material
     weaknesses in internal controls.

14.  The Committee shall review and discuss the Company's  policies with respect
     to risk assessment and risk management.

Compliance with Legal and Regulatory Requirements

15.  The Committee  shall review with  management,  and any internal or external
     counsel  as  the  Committee  considers   appropriate,   any  legal  matters
     (including  the  status of  pending  litigation)  that may have a  material
     impact on the Company and any material reports or inquiries from regulatory
     or governmental agencies.

16.  The  Committee  shall  review with the General  Counsel  the  adequacy  and
     effectiveness  of the Company's  procedures to ensure  compliance  with its
     legal and regulatory responsibilities.

17.  The Committee shall establish procedures for (a) the receipt, retention and
     treatment  of  complaints  received  by the Company  regarding  accounting,
     internal  accounting controls or auditing matters and (b) the confidential,
     anonymous  submission  by  employees  of the Company of concerns  regarding
     questionable accounting or auditing matters.




18.  The Committee shall obtain reports from  management,  the internal  auditor
     and the independent auditor regarding  compliance with applicable legal and
     regulatory requirements, including the Foreign Corrupt Practices Act.

19.  The Committee  shall have the ability to hire and terminate the head of the
     Company's  Internal  Audit  Department,  who shall  report  directly to the
     Committee and to review the organizational  structure and qualifications of
     the Company's Internal Audit Department.

     The foregoing list of duties is not  exhaustive,  and the Committee may, in
addition,  perform such other  functions as may be necessary or appropriate  for
the  performance  of its  oversight  function.  The  Committee  has the power to
delegate its authority and duties to subcommittees or individual  members of the
Committee as it deems  appropriate.  In  discharging  its  oversight  role,  the
Committee shall have full access to all Company books,  records,  facilities and
personnel. The Committee may retain outside counsel, auditors or other advisors,
in its sole discretion.

Clarification of Audit Committee's Role

     The   Committee's   responsibility   is  one  of   oversight.   It  is  the
responsibility  of the Company's  management to prepare  consolidated  financial
statements  in  accordance  with  applicable  law  and  regulations  and  of the
Company's  independent auditor to audit those financial  statements.  Therefore,
each member of the Committee  shall be entitled to rely,  to the fullest  extent
permitted by law, on the integrity of those persons and organizations within and
outside the Company from whom he or she receives  information,  and the accuracy
of the financial and other information provided to the Committee by such persons
or organizations.