<PAGE>

   As filed with the Securities and Exchange Commission on December 3, 1999
                                                      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)

                      1250 23rd Street, N.W., Suite 57
                          Washington, D.C. 20037-1100
                                (202) 969-7100
              (Address, including zip code, and telephone number,
                including area code, of registrant's principal
                              executive offices)
                           ________________________

            XM Satellite Radio Holdings Inc. 1998 Shares Award Plan
         XM Satellite Radio Holdings Inc. Employee Stock Purchase Plan
                           (Full Title of the Plans)

                           ________________________

                           Joseph M. Titlebaum, Esq.
             Senior Vice President, General Counsel and Secretary
                       XM Satellite Radio Holdings Inc.
                      1250 23rd Street, N.W., Suite 57
                          Washington, D.C. 20037-1100
                                (202) 969-7100
           (Name, address and telephone number of Agent for Service)

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

                           ________________________

<TABLE>
<CAPTION>
                                                  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)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>                   <C>                       <C>
Class A common stock, par value $.01
per share                                       2,975,700           $26.60                $79,153,620              $20,897
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Registrant is registering 2,675,700 and 300,000 shares of its Class A
common stock, par value $.01 per share ("Common Stock"), respectively, for
issuance pursuant to its 1998 Shares Award Plan and Employee Stock Purchase
Plan, respectively.
(2)  Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of registration fee, based on the average of the high and
low prices per share of the Common Stock on December 2, 1999 as reported on the
Nasdaq National Market.

==============================================================================
<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 1998 Shares Award Plan and Employee Stock Purchase Plan (the
"Plans") 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 copies of the 1998 Shares Award
Plan and Employee Stock Purchase Plan as exhibits to this registration
statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

          If participants in the Plans call or write to Joseph M. Titlebaum,
Senior Vice President, General Counsel and Secretary, XM Satellite Radio
Holdings Inc., 1250 23rd Street, N.W., Suite 57, Washington, D. C. 20037-1100
(202) 969-7100, 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 Plans
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) prospectuses for each of the
respective Plans.

                                    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 prospectus, dated October 5, 1999, filed with
               the Commission on October 5, 1999 pursuant to Securities Act Rule
               424(b);

          (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, 1998; 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 reregisters 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

                                       2
<PAGE>

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.

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

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

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

                                       3
<PAGE>

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

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


Item 7.   Exemption from Registration Claimed.

          Not applicable.


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

      23       Consent of KPMG LLP, independent certified public accountants.

      24       Power of Attorney (included on signature page).

      99.1     XM Satellite Radio Holdings Inc. 1998 Shares Award Plan
               (as amended).

      99.2     XM Satellite Radio Holdings Inc. Employee Stock Purchase 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,

                                       4
<PAGE>

               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; and


                    (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;

               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 December 3, 1999.


                                    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.
<PAGE>

          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               November 18, 1999
-----------------------------------  and Director
Hugh Panero                          (Principal Executive Officer)


/s/ Heinz Stubblefield               Senior Vice President and Chief                  November 11, 1999
-----------------------------------  Financial Officer (Principal
Heinz Stubblefield                   Financial and Accounting Officer)


/s/ Gary M. Parsons
-----------------------------------  Chairman of the Board of Directors               November 18, 1999
Gary M. Parsons



-----------------------------------  Director                                         _____________ _____, 1999
Nathaniel A. Davis



-----------------------------------  Director                                         _____________ _____, 1999
Thomas J. Donohue



-----------------------------------  Director                                         _____________ _____, 1999
Randall T. Mays


/s/ Randy S. Segal
-----------------------------------  Director                                         December 3, 1999
Randy S. Segal


/s/ Jack Shaw
-----------------------------------  Director                                         November 19, 1999
Jack Shaw



-----------------------------------  Director                                         _____________ _____, 1999
Dr. Rajendra Singh


/s/ Ronald L. Zarrella
-----------------------------------  Director                                         November 22, 1999
Ronald L. Zarrella
</TABLE>
<PAGE>

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

    23    Consent of KPMG LLP, independent certified public accountants.

    24    Power of Attorney (included on signature page).

    99.1  XM Satellite Radio Holdings Inc. 1998 Shares Award Plan (as amended).

    99.2  XM Satellite Radio Holdings Inc. Employee Stock Purchase 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.
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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": "333-92049", "film-number": "99768518"}, "business-address": {"street1": "1250 23RD STREET NW", "street2": "SUITE 57", "city": "WASHINGTON", "state": "DC", "zip": "20037-1100", "phone": "2029697100"}, "mail-address": {"street1": "1250 23RD STREET NW", "street2": "SUITE 57", "city": "WASHINGTON", "state": "DC", "zip": "20037-1100"}}
As filed with the Securities and Exchange Commission on December 3, 1999
                                                      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)

                      1250 23rd Street, N.W., Suite 57
                          Washington, D.C. 20037-1100
                                (202) 969-7100
              (Address, including zip code, and telephone number,
                including area code, of registrant's principal
                              executive offices)
                           ________________________

            XM Satellite Radio Holdings Inc. 1998 Shares Award Plan
         XM Satellite Radio Holdings Inc. Employee Stock Purchase Plan
                           (Full Title of the Plans)

                           ________________________

                           Joseph M. Titlebaum, Esq.
             Senior Vice President, General Counsel and Secretary
                       XM Satellite Radio Holdings Inc.
                      1250 23rd Street, N.W., Suite 57
                          Washington, D.C. 20037-1100
                                (202) 969-7100
           (Name, address and telephone number of Agent for Service)

                                   Copy to:
                            David B. H. Martin, Jr.
                             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 share                                       2,975,700           $26.60                $79,153,620              $20,897
---------------------------------------------------------------------------------------------------------------------------------
(1)  The Registrant is registering 2,675,700 and 300,000 shares of its Class A
common stock, par value $.01 per share ("Common Stock"), respectively, for
issuance pursuant to its 1998 Shares Award Plan and Employee Stock Purchase
Plan, respectively.
(2)  Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of registration fee, based on the average of the high and
low prices per share of the Common Stock on December 2, 1999 as reported on the
Nasdaq National Market.

==============================================================================
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 1998 Shares Award Plan and Employee Stock Purchase Plan (the
"Plans") 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 copies of the 1998 Shares Award
Plan and Employee Stock Purchase Plan as exhibits to this registration
statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

          If participants in the Plans call or write to Joseph M. Titlebaum,
Senior Vice President, General Counsel and Secretary, XM Satellite Radio
Holdings Inc., 1250 23rd Street, N.W., Suite 57, Washington, D. C. 20037-1100
(202) 969-7100, 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 Plans
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) prospectuses for each of the
respective Plans.

                                    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 prospectus, dated October 5, 1999, filed with
               the Commission on October 5, 1999 pursuant to Securities Act Rule
               424(b);

          (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, 1998; 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 reregisters 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

                                       2
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.

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

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

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

                                       3
.    under Section 174 of the Delaware General Corporation Law; or

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

Item 7.   Exemption from Registration Claimed.

          Not applicable.

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

      23       Consent of KPMG LLP, independent certified public accountants.

      24       Power of Attorney (included on signature page).

      99.1     XM Satellite Radio Holdings Inc. 1998 Shares Award Plan
               (as amended).

      99.2     XM Satellite Radio Holdings Inc. Employee Stock Purchase 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,

                                       4
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; and

                    (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;

               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 December 3, 1999.

                                    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               November 18, 1999
-----------------------------------  and Director
Hugh Panero                          (Principal Executive Officer)

/s/ Heinz Stubblefield               Senior Vice President and Chief                  November 11, 1999
-----------------------------------  Financial Officer (Principal
Heinz Stubblefield                   Financial and Accounting Officer)

/s/ Gary M. Parsons
-----------------------------------  Chairman of the Board of Directors               November 18, 1999
Gary M. Parsons

-----------------------------------  Director                                         _____________ _____, 1999
Nathaniel A. Davis

-----------------------------------  Director                                         _____________ _____, 1999
Thomas J. Donohue

-----------------------------------  Director                                         _____________ _____, 1999
Randall T. Mays

/s/ Randy S. Segal
-----------------------------------  Director                                         December 3, 1999
Randy S. Segal

/s/ Jack Shaw
-----------------------------------  Director                                         November 19, 1999
Jack Shaw

-----------------------------------  Director                                         _____________ _____, 1999
Dr. Rajendra Singh

/s/ Ronald L. Zarrella
-----------------------------------  Director                                         November 22, 1999
Ronald L. Zarrella
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     Legal Opinion of Hogan & Hartson L.L.P.

    23    Consent of KPMG LLP, independent certified public accountants.

    24    Power of Attorney (included on signature page).

    99.1  XM Satellite Radio Holdings Inc. 1998 Shares Award Plan (as amended).

    99.2  XM Satellite Radio Holdings Inc. Employee Stock Purchase 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.