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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
WESTWOOD ONE, INC.
__________________________________________
(Name of Issuer)
COMMON STOCK
__________________________________________
(Title of Class of Securities)
961815107
______________________________
(CUSIP Number)
________________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
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CUSIP No. 961815107 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 3,105,500
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER 3,105,500
8. SHARED DISPOSITIVE POWER None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,105,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.177%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
CUSIP No. 961815107 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TIAA Separate Account VA-1
I.R.S. #13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 2,300
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER 2,300
8. SHARED DISPOSITIVE POWER None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0075%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 961815107 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TIAA-CREF Mutual Funds (Growth Equity Fund)
I.R.S. #13-3930560
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,765
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER 1,765
8. SHARED DISPOSITIVE POWER None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0058%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
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Page 5 of 8 Pages
Item 1(a). NAME OF ISSUER:
Westwood One, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9540 Washington Boulevard
Culver City, CA 90232-2689
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA Separate Account VA-1 ("VA-1")
(3) TIAA-CREF Mutual Funds ("Mutual Funds")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) VA-1 - 730 Third Avenue
New York, N.Y. 10017
(3) Mutual 730 Third Avenue
Funds - New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in New York
(2) VA-1 - Established in New York
(3) Mutual Funds - Incorporated in Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 961815107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS:
(a) ( ) Broker or dealer registered under Section 15 of the Act,
(b) ( ) Bank as defined in Section 3(a)(6) of the Act,
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act,
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) ( ) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see Item 7,
(h) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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Page 6 of 8 Pages
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 3,105,500
(b) Percent of Class: 10.177%
(c) The Board of Trustees of CREF, an investment company,
has sole power to vote 3,105,500 shares of common stock and
ultimate authority to direct the disposition of the 3,105,500
shares of common stock. TIAA-CREF Investment Management,
Inc., CREF's investment adviser, is authorized to sell the
3,105,500 shares on behalf of CREF in its discretion, subject
to the ultimate authority of the CREF Board of Trustees.
(2) TIAA SEPARATE ACCOUNT VA-1
(a) Amount Beneficially Owned: 2,300
(b) Percent of Class: 0.0075%
(c) The management committee of VA-1, an investment company,
has sole power to vote 2,300 shares of common stock, and
ultimate authority to direct the disposition of the 2,300
shares of common stock. Teachers Advisors, Inc., VA-1's
investment adviser, is authorized to sell the 2,300 shares on
behalf of VA-1 in its discretion, subject to the ultimate
authority of the VA-1 Management Committee.
(3) TIAA-CREF MUTUAL FUNDS
(a) Amount Beneficially Owned: 1,765
(b) Percent of Class: 0.0058%
(c) The Board of Trustees of the Mutual Funds, an investment
company, has sole power to vote 1,765 shares of common stock,
and ultimate authority to direct the disposition of the 1,765
shares of common stock. Teachers Advisors, Inc., the Mutual
Fund's investment adviser, is authorized to sell the 1,765
shares on behalf of the Mutual Funds in its discretion,
subject to the ultimate authority of the Mutual Funds Board of
Trustees.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
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Page 7 of 8 Pages
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: October 10, 1997
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Lisa Snow
_______________________________
Lisa Snow
Vice President and Chief Counsel
TIAA SEPARATE ACCOUNT VA-1
By: /s/ Lisa Snow
_______________________________
Lisa Snow
Vice President, Chief Counsel
and Assistant Secretary
TIAA-CREF MUTUAL FUNDS
By: /s/ Lisa Snow
_______________________________
Lisa Snow
Secretary
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Page 8 of 8 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
College Retirement Equities Fund - IV
TIAA Separate Account VA-1 - IV
TIAA-CREF Mutual Funds - IV
The College Retirement Equities Fund, TIAA Separate Account VA-1,
and TIAA-CREF Mutual Funds (the "Reporting Persons") are filing as
a group because CREF's investment adviser, TIAA-CREF Investment
Management, Inc., is affiliated and employs some of the same
investment personnel as Teachers Advisors, Inc., the investment
adviser for TIAA Separate Account VA-1 and TIAA-CREF Mutual Funds.
However, because separate investment decisions are made with
respect to the respective portfolio holdings of each of the
Reporting Persons and there is no oral or written agreement or
arrangement among the Reporting Persons with respect to
acquisition, voting, disposition or otherwise of their securities,
each Reporting Person disclaims beneficial ownership of the others'
securities holdings and disclaims its membership in a group with
the other Reporting Person, where the purpose of the group is
to acquire control of or influence management of the issuer.
