FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHERWOOD RODERICK M III 		2. Issuer Name and Ticker or Trading Symbol

WESTWOOD ONE INC /DE/ [ WWON ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CFO
(Last)          (First)          (Middle)

C/O WESTWOOD ONE, INC., 1166 AVENUE OF THE AMERICAS, 10TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/4/2010
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 10/4/2010     A    100000   A $0.00   106250   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $8.02   10/4/2010     A      100000   (2)      10/10/2011   10/4/2020   Common Stock   100000   $0.00   100000   D    

Explanation of Responses:
( 1)  Grant of restricted stock units ("RSUs") on October 4, 2010 that vest in one-third increments on October 10, 2011, 2012 and 2013, respectively. The RSUs convert on a "1 for 1" basis. One share of stock is distributed with respect to each vested RSU as soon as practicable following the earlier of the vesting date or the Reporting Person's "Termination" (as such term is defined in the Westwood One, Inc. 2010 Equity Compensation Plan) unless the Reporting Person elects to defer payment of the Award. The Reporting Person may elect to defer payment of the Award until either: (i) a future date chosen by the Reporting Person (which date shall not be earlier than October 10, 2013), provided, that, if the Reporting Person's Termination occurs prior to the date specified, the shares relating to the vested RSUs as of that date will be distributed on the date of such Termination; or (ii) the date of the Reporting Person's Termination.
( 2)  Option to buy 100,000 shares of common stock of Westwood One, Inc. at $8.02/share that will become exercisable in one-third increments on October 10, 2011, 2012 and 2013. Such option was awarded under the Westwood One, Inc. 2010 Equity Compensation Plan (which is an amendment and restatement of the Westwood One, Inc. 2005 Equity Compensation Plan) which became effective February 12, 2010 and was approved by Westwood's stockholders on July 30, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHERWOOD RODERICK M III
C/O WESTWOOD ONE, INC.
1166 AVENUE OF THE AMERICAS, 10TH FLOOR
NEW YORK, NY 10036

President and CFO

Signatures
David Hillman, as attorney-in-fact for Roderick M. Sherwood, III 10/6/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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