<PAGE>



      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        XM SATELLITE RADIO HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   54-1878819
                      (IRS employer identification number)

                           1500 Eckington Place, N.E.
                             Washington, D.C. 20002
                                 (202) 380-4000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

               XM SATELLITE RADIO HOLDINGS INC. TALENT OPTION PLAN
                            (Full Title of the Plan)

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

                            Joseph M. Titlebaum, Esq.
              Senior Vice President, General Counsel and Secretary
                        XM Satellite Radio Holdings Inc.
                           1500 Eckington Place, N.E.
                             Washington, D.C. 20002
                                 (202) 380-4000
            (Name, address and telephone number of Agent for Service)

                                    Copy to:
                                Steven M. Kaufman
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                 AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES                   TO BE           OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
             TO BE REGISTERED                REGISTERED(1)       PER SHARE (2)         PRICE (1)(2)       FEE (1)(2)
-----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>                <C>                   <C>
Class A common stock, par value $.01 per        500,000            $14.435             $7,217,500           $1,804
share
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Registrant is registering 500,000 shares of its Class A common stock,
par value $.01 per share ("Common Stock"), for issuance pursuant to its Talent
Option Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
amended.

================================================================================


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

                  XM Satellite Radio Holdings Inc. (the "Company" or the
"Registrant") will deliver to each employee or other individual selected or
eligible to participate in the Talent Option Plan (the "Plan") the documents
containing the information required by Part I of Form S-8 to be included in this
registration statement. In accordance with Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), and the instructions to Part I
of Form S-8, these documents will not be filed with the Securities and Exchange
Commission (the "Commission") as part of any prospectus or prospectus
supplement. The Company is filing a copy of the Talent Option Plan as an exhibit
to this registration statement.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  If participants in the Plan call or write to Joseph M.
Titlebaum, Senior Vice President, General Counsel and Secretary, XM Satellite
Radio Holdings Inc., 1500 Eckington Place, N.E., Washington, D. C. 20002, (202)
380-4000, the Company will provide them with copies of the documents
incorporated by reference in Item 3 of Part II of this registration statement
and other documents required to be delivered to participants in the Plan
pursuant to Rule 428(b) under the Securities Act, without charge. The documents
incorporated by reference in Item 3 of Part II of this registration statement
are incorporated by reference in the Section 10(a) prospectus for the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby incorporates by reference into this
registration statement the following documents filed by it with the Commission:

                  (a) The Registrant's annual report on Form 10-K for the fiscal
                      year ended December 31, 2000, filed with the Commission on
                      March 15, 2001;

                  (b) All other reports filed with the Commission pursuant to
                      Section 13(a) or 15(d) of the Securities Exchange Act of
                      1934 (the "Exchange Act") since December 31, 2000; and

                  (c) The description of the Registrant's Common Stock,
                      contained in the Registrant's registration statement on
                      Form 8-A filed with the Commission on September 23, 1999.

                  In addition, all documents and reports filed by the Company
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.


                                       2
<PAGE>


ITEM 4.           DESCRIPTION OF SECURITIES.

                  The Company's Common Stock is registered with the Commission
under Section 12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of Delaware General
Corporation Law also provides that a corporation has the power to purchase and
maintain insurance on behalf of its officers and directors against any liability
asserted against such person and incurred by him or her in such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of Section 145 of Delaware General Corporation law.

                  The Restated Certificate of Incorporation and Restated Bylaws
of the Registrant provide that the Registrant shall indemnify its directors and
officers and any such directors and officers serving at the Registrant's request
as a director, officer, employee or agent of another entity to the fullest
extent not prohibited by the Delaware General Corporation Law. The Restated
Bylaws also provide that the Registrant may, but shall not be obligated to,
maintain insurance, at the Registrant's expense, for the benefit of the
Registrant and of any person to be indemnified. In addition, the Registrant has
entered or will enter into indemnification agreements with its directors and
officers that provide for indemnification in addition to the indemnification
provided in its Restated Bylaws. The indemnification agreements contain
provisions that may require the Registrant, among other things, to indemnify its
directors and executive officers against certain liabilities (other than
liabilities arising from intentional or knowing and culpable violations of law)
that may arise by reason of their status or service as directors or executive
officers of the Registrant or other entities to which they provide service at
the request of the Registrant and to advance expenses they may incur as a result
of any proceeding against them as to which they could be indemnified. The
Registrant has obtained an insurance policy covering directors and officers for
claims that such directors and officers may otherwise be required to pay or for
which the Registrant is required to indemnify them, subject to certain
exclusions.

                  As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, the Registrant's Restated Certificate of Incorporation provides
that a director shall not be personally liable for monetary damages or breach of
fiduciary duty as a director, except for liability

                  o    for any breach of the director's duty of loyalty to the
                       Registrant or its stockholders;

                  o    for acts or omissions not in good faith or which involve
                       intentional misconduct or a knowing violation of law;

                  o    under Section 174 of the Delaware General Corporation
                       Law; or

                  o    for any transaction from which the director derived any
                       improper personal benefit.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.


                                       3
<PAGE>


ITEM 8.           EXHIBITS.

<TABLE>
<CAPTION>

   Exhibit
     No.                       Exhibit
   -------                     -------
<S>             <C>
     4.1        Restated Certificate of Incorporation of the Registrant.*

     4.2        Restated Bylaws of the Registrant.*

     4.3        Form of Common Stock Certificate of the Registrant.**

     5.1        Legal Opinion of Hogan & Hartson L.L.P.

    23.1        Consent of KPMG LLP, independent certified public accountants.

    23.2        Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

     24         Power of Attorney (included on signature page).

    99.1        XM Satellite Radio Holdings Inc. Talent Option Plan.

                *Incorporated by reference to the Registrants' registration
                statement on Form S-1, SEC Registration Statement No. 333-83619.

                **Incorporated by reference to the Registrants' registration
                statement on Form 8-A, filed with the Commission on September
                23, 1999.
</TABLE>


ITEM 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement:

                                    (i)   To include any prospectus required by
                           Section 10(a)(3) of the Securities Act;

                                    (ii)  To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424 (b) if, in the aggregate, the changes in
                           volume and price represent no more than 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective registration statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the registration statement or
                           any material change to such information in the
                           registration statement;


                                       4
<PAGE>


                           PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii)
                  do not apply if the registration statement is on Form S-8 (as
                  in this case), and the information required to be included in
                  a post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial BONA FIDE offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the District of Columbia, on July 11, 2001.



                                      XM SATELLITE RADIO HOLDINGS INC.


                                      By:  /S/ HUGH PANERO
                                           -----------------------------------
                                           Hugh Panero
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Hugh Panero, Heinz Stubblefield
and Joseph M. Titlebaum, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, from such person
and in each person's name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement or any registration statement relating to this
registration statement under Rule 462 and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                 NAME                                    TITLE                                   DATE
                 ----                                    -----                                   ----
<S>                                       <C>                                             <C>


/S/ HUGH PANERO                           President, Chief Executive Officer and            July 11, 2001
-------------------------------           Director (Principal Executive Officer)
Hugh Panero


/S/ HEINZ STUBBLEFIELD                    Senior Vice President and Chief Financial
-------------------------------           Officer (Principal Financial and Accounting       July 11, 2001
Heinz Stubblefield                        Officer)


/S/ GARY M. PARSONS
-------------------------------           Chairman of the Board of Directors                July 11, 2001
Gary M. Parsons

</TABLE>


<PAGE>


<TABLE>
<S>                                       <C>                                             <C>


/S/ NATHANIEL A. DAVIS
-------------------------------           Director                                          July 11, 2001
Nathaniel A. Davis


/S/ THOMAS J. DONOHUE
-------------------------------           Director                                          July 11, 2001
Thomas J. Donohue



-------------------------------           Director
Randall T. Mays


/S/ PIERCE J. ROBERTS, JR.
-------------------------------           Director                                          July 11, 2001
Pierce J. Roberts, Jr.


/S/ RANDY S. SEGAL
-------------------------------           Director                                          July 11, 2001
Randy S. Segal



-------------------------------           Director
Jack Shaw


/S/ DR. RAJENDRA SINGH
-------------------------------           Director                                          July 11, 2001
Dr. Rajendra Singh


/S/ RONALD L. ZARRELLA
-------------------------------           Director                                          July 11, 2001
Ronald L. Zarrella

</TABLE>


                                       2
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

   Exhibit
     No.                            Exhibit
   -------                          -------
<S>             <C>
     4.1        Restated Certificate of Incorporation of the Registrant.*

     4.2        Restated Bylaws of the Registrant.*

     4.3        Form of Common Stock Certificate of the Registrant.**

     5.1        Legal Opinion of Hogan & Hartson L.L.P.

    23.1        Consent of KPMG LLP, independent certified public accountants.

    23.2        Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

     24         Power of Attorney (included on signature page).

    99.1        XM Satellite Radio Holdings Inc. Talent Option Plan.

                *Incorporated by reference to the Registrants' registration
                statement on Form S-1, SEC Registration Statement No. 333-83619.

                **Incorporated by reference to the Registrant's registration
                statement on Form 8-A, filed with the Commission on September
                23, 1999.

</TABLE>
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{"company-data": {"conformed-name": "XM SATELLITE RADIO HOLDINGS INC", "cik": "0001091530", "assigned-sic": "4899", "irs-number": "541878819", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65022", "film-number": "1680362"}, "business-address": {"street1": "1500 ECKINGTON PL NE", "city": "WASHINGTON", "state": "DC", "zip": "20002", "phone": "2023804000"}, "mail-address": {"street1": "1500 ECKINGTON PL NE", "city": "WASHINGTON", "state": "DC", "zip": "20002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        XM SATELLITE RADIO HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   54-1878819
                      (IRS employer identification number)

                           1500 Eckington Place, N.E.
                             Washington, D.C. 20002
                                 (202) 380-4000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

               XM SATELLITE RADIO HOLDINGS INC. TALENT OPTION PLAN
                            (Full Title of the Plan)

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

                            Joseph M. Titlebaum, Esq.
              Senior Vice President, General Counsel and Secretary
                        XM Satellite Radio Holdings Inc.
                           1500 Eckington Place, N.E.
                             Washington, D.C. 20002
                                 (202) 380-4000
            (Name, address and telephone number of Agent for Service)

                                    Copy to:
                                Steven M. Kaufman
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109

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

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
                                                 AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES                   TO BE           OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
             TO BE REGISTERED                REGISTERED(1)       PER SHARE (2)         PRICE (1)(2)       FEE (1)(2)
-----------------------------------------------------------------------------------------------------------------------
Class A common stock, par value $.01 per        500,000            $14.435             $7,217,500           $1,804
share
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
(1) The Registrant is registering 500,000 shares of its Class A common stock,
par value $.01 per share ("Common Stock"), for issuance pursuant to its Talent
Option Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
amended.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

                  XM Satellite Radio Holdings Inc. (the "Company" or the
"Registrant") will deliver to each employee or other individual selected or
eligible to participate in the Talent Option Plan (the "Plan") the documents
containing the information required by Part I of Form S-8 to be included in this
registration statement. In accordance with Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), and the instructions to Part I
of Form S-8, these documents will not be filed with the Securities and Exchange
Commission (the "Commission") as part of any prospectus or prospectus
supplement. The Company is filing a copy of the Talent Option Plan as an exhibit
to this registration statement.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  If participants in the Plan call or write to Joseph M.
Titlebaum, Senior Vice President, General Counsel and Secretary, XM Satellite
Radio Holdings Inc., 1500 Eckington Place, N.E., Washington, D. C. 20002, (202)
380-4000, the Company will provide them with copies of the documents
incorporated by reference in Item 3 of Part II of this registration statement
and other documents required to be delivered to participants in the Plan
pursuant to Rule 428(b) under the Securities Act, without charge. The documents
incorporated by reference in Item 3 of Part II of this registration statement
are incorporated by reference in the Section 10(a) prospectus for the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby incorporates by reference into this
registration statement the following documents filed by it with the Commission:

                  (a) The Registrant's annual report on Form 10-K for the fiscal
                      year ended December 31, 2000, filed with the Commission on
                      March 15, 2001;

                  (b) All other reports filed with the Commission pursuant to
                      Section 13(a) or 15(d) of the Securities Exchange Act of
                      1934 (the "Exchange Act") since December 31, 2000; and

                  (c) The description of the Registrant's Common Stock,
                      contained in the Registrant's registration statement on
                      Form 8-A filed with the Commission on September 23, 1999.

                  In addition, all documents and reports filed by the Company
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                                       2
ITEM 4.           DESCRIPTION OF SECURITIES.

                  The Company's Common Stock is registered with the Commission
under Section 12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of Delaware General
Corporation Law also provides that a corporation has the power to purchase and
maintain insurance on behalf of its officers and directors against any liability
asserted against such person and incurred by him or her in such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of Section 145 of Delaware General Corporation law.

                  The Restated Certificate of Incorporation and Restated Bylaws
of the Registrant provide that the Registrant shall indemnify its directors and
officers and any such directors and officers serving at the Registrant's request
as a director, officer, employee or agent of another entity to the fullest
extent not prohibited by the Delaware General Corporation Law. The Restated
Bylaws also provide that the Registrant may, but shall not be obligated to,
maintain insurance, at the Registrant's expense, for the benefit of the
Registrant and of any person to be indemnified. In addition, the Registrant has
entered or will enter into indemnification agreements with its directors and
officers that provide for indemnification in addition to the indemnification
provided in its Restated Bylaws. The indemnification agreements contain
provisions that may require the Registrant, among other things, to indemnify its
directors and executive officers against certain liabilities (other than
liabilities arising from intentional or knowing and culpable violations of law)
that may arise by reason of their status or service as directors or executive
officers of the Registrant or other entities to which they provide service at
the request of the Registrant and to advance expenses they may incur as a result
of any proceeding against them as to which they could be indemnified. The
Registrant has obtained an insurance policy covering directors and officers for
claims that such directors and officers may otherwise be required to pay or for
which the Registrant is required to indemnify them, subject to certain
exclusions.

                  As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, the Registrant's Restated Certificate of Incorporation provides
that a director shall not be personally liable for monetary damages or breach of
fiduciary duty as a director, except for liability

                  o    for any breach of the director's duty of loyalty to the
                       Registrant or its stockholders;

                  o    for acts or omissions not in good faith or which involve
                       intentional misconduct or a knowing violation of law;

                  o    under Section 174 of the Delaware General Corporation
                       Law; or

                  o    for any transaction from which the director derived any
                       improper personal benefit.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

                                       3
ITEM 8.           EXHIBITS.
Exhibit
     No.                       Exhibit
   -------                     -------
4.1        Restated Certificate of Incorporation of the Registrant.*

     4.2        Restated Bylaws of the Registrant.*

     4.3        Form of Common Stock Certificate of the Registrant.**

     5.1        Legal Opinion of Hogan & Hartson L.L.P.

    23.1        Consent of KPMG LLP, independent certified public accountants.

    23.2        Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

     24         Power of Attorney (included on signature page).

    99.1        XM Satellite Radio Holdings Inc. Talent Option Plan.

                *Incorporated by reference to the Registrants' registration
                statement on Form S-1, SEC Registration Statement No. 333-83619.

                **Incorporated by reference to the Registrants' registration
                statement on Form 8-A, filed with the Commission on September
                23, 1999.
ITEM 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement:

                                    (i)   To include any prospectus required by
                           Section 10(a)(3) of the Securities Act;

                                    (ii)  To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424 (b) if, in the aggregate, the changes in
                           volume and price represent no more than 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective registration statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the registration statement or
                           any material change to such information in the
                           registration statement;

                                       4
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii)
                  do not apply if the registration statement is on Form S-8 (as
                  in this case), and the information required to be included in
                  a post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial BONA FIDE offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the District of Columbia, on July 11, 2001.

                                      XM SATELLITE RADIO HOLDINGS INC.

                                      By:  /S/ HUGH PANERO
                                           -----------------------------------
                                           Hugh Panero
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Hugh Panero, Heinz Stubblefield
and Joseph M. Titlebaum, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, from such person
and in each person's name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement or any registration statement relating to this
registration statement under Rule 462 and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
NAME                                    TITLE                                   DATE
                 ----                                    -----                                   ----
/S/ HUGH PANERO                           President, Chief Executive Officer and            July 11, 2001
-------------------------------           Director (Principal Executive Officer)
Hugh Panero

/S/ HEINZ STUBBLEFIELD                    Senior Vice President and Chief Financial
-------------------------------           Officer (Principal Financial and Accounting       July 11, 2001
Heinz Stubblefield                        Officer)

/S/ GARY M. PARSONS
-------------------------------           Chairman of the Board of Directors                July 11, 2001
Gary M. Parsons
/S/ NATHANIEL A. DAVIS
-------------------------------           Director                                          July 11, 2001
Nathaniel A. Davis

/S/ THOMAS J. DONOHUE
-------------------------------           Director                                          July 11, 2001
Thomas J. Donohue

-------------------------------           Director
Randall T. Mays

/S/ PIERCE J. ROBERTS, JR.
-------------------------------           Director                                          July 11, 2001
Pierce J. Roberts, Jr.

/S/ RANDY S. SEGAL
-------------------------------           Director                                          July 11, 2001
Randy S. Segal

-------------------------------           Director
Jack Shaw

/S/ DR. RAJENDRA SINGH
-------------------------------           Director                                          July 11, 2001
Dr. Rajendra Singh

/S/ RONALD L. ZARRELLA
-------------------------------           Director                                          July 11, 2001
Ronald L. Zarrella
2
EXHIBIT INDEX
Exhibit
     No.                            Exhibit
   -------                          -------
4.1        Restated Certificate of Incorporation of the Registrant.*

     4.2        Restated Bylaws of the Registrant.*

     4.3        Form of Common Stock Certificate of the Registrant.**

     5.1        Legal Opinion of Hogan & Hartson L.L.P.

    23.1        Consent of KPMG LLP, independent certified public accountants.

    23.2        Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

     24         Power of Attorney (included on signature page).

    99.1        XM Satellite Radio Holdings Inc. Talent Option Plan.

                *Incorporated by reference to the Registrants' registration
                statement on Form S-1, SEC Registration Statement No. 333-83619.

                **Incorporated by reference to the Registrant's registration
                statement on Form 8-A, filed with the Commission on September
                23, 1999.