Company Name: XM Satellite Radio Holdings, Inc.
Public Availability Date: May 14, 2007

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

March 29, 2007

BY HAND DELIVERY

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: XM Satellite Radio Holdings, Inc. - Stockholder Proposal of Robert S. Adams

Ladies and Gentlemen:

On behalf of XM Satellite Radio Holdings Inc. ("XM" or the "Company"), we are submitting this letter to notify the Securities and Exchange Commission (the "Commission") of XM's intention to exclude from its proxy materials for its 2007 annual meeting of stockholders (the "Proxy Materials") a shareholder proposal (the "Proposal") submitted by Robert S. Adams (the "Proponent"). A copy of the Proposal and all correspondence between XM and the Proponent relating to the Proposal, and other correspondence with the Proponent, are attached as Exhibit A. XM currently intends to file definitive copies of the Proxy Materials with the Commission on or about April 10, 2007. A copy of this letter also is being provided simultaneously to the Proponent.

As discussed more fully below, we believe that the Proposal may be excluded from the Proxy Materials pursuant to the following rules:

(a) Rule 14a-8(i)(4), because the Proposal relates to a personal grievance of the Proponent against the Company; and

(b) Rule 14a-8(i)(7), because the Proposal deals with XM's ordinary business operations; and

(c) 14a-8(i)(3), because the Proposal is vague and misleading.

I. THE PROPOSAL

The Proposal states:

"XMSR has shown a propensity to ignore and NOT RESPOND to shareholder letters of inquiry. Such letters required time, energy and money of the shareholders to write and send, and certainly deserve a PROMPT reply. While it may be convenient, money and resource saving, and easy for the company to just read and ignore incoming letters, such a corporate stance is both reprehensible and despicable, and a VERY POOR business practice. It seems that there needs to be established a formal MONETARY penalty on XMSR for such behavior. Consequently, the XM Board of Directors is hereby requested to formally impose a monetary fine upon the Company Officers for FAILING TO PROMPTLY RESPOND to shareholder letters. A letter must be answered within 10 business days, or for every 10 days of not answering, a money amount determined by the Board of Directors (say 10 cents per each share times the days beyond 10 of not responding) shall be sent to the offended shareholder by XMSR check! On complicated shareholder issues or requests, an interim letter response, will restart the 10 day countdown to money payment. It appears that there needs to be a monetary fine to COMPEL XMSR to answer shareholder letters. It might be motivating to the XM Action Staff Officer who does not meet the letter response deadlines to deduct these monetary fines from regular salary paycheck!"

II. REASONS FOR EXCLUSION

A. Rule 14a-8(i)(4) - The Proposal is Excludable under Rule 14a-8(i)(4) because it Deals with a Personal Grievance of the Shareholder

As evidenced by Exhibit A to this letter, the Proponent has been sending letters to the Company for some time and about many topics. The Proponent has expressed dissatisfaction with the Company's responses on several occasions, including that the CEO does not spend more time responding to the Proponent's complaints. Although his latest complaint alleges that the Company is slow in responding to shareholder letters, it offers no evidence of this other than that the Company is not quick about responding to the Proponent's letters. The Proposal is designed principally to benefit the Proponent, and reduced to its essence is a request that Company personnel be punished for not make responding to his letters a corporate priority. Under the Commission's rules, the Proposal is excludable on this basis.

B. Rule 14a-8(i)(7) - The Proposal is Excludable under Rule 14a-8(i)(7) because it Deals with the Company's Ordinary Business Operations

The Commission has said that "certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight." See SEC Release No. 34-40018 (May 21, 1998). The Commission has stated that the general underlying policy of the ordinary business exclusion is "consistent with the policy of most state corporate laws; to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting." See SEC Release No. 34-40018 (May 21, 1998). Shareholder proposals may be excluded when they seek to "micro-manage" the company with a proposal that "involves intricate detail, or seeks to impose specific time-frames or methods for implementing complex policies." See SEC Release No. 34-40018 (May 21, 1998).

Such is the case here. The Company has an Investor Relations department, the responsibilities of which include communicating with and responding to shareholders. The Proponent is recommending that the Board of Directors adopt a policy that would set responding to communications with shareholders, something the Company does routinely, as a top corporate priority. The Proposal therefore is an attempt to revise how the Company conducts its ordinary business operations, and is excludable on this basis.

Finally, we do not believe this proposal is appropriate because it relates to compensation. While executive officer compensation alone may be proper subject matter for a shareholder proposal, the Staff has determined that general employee compensation is not a proper subject matter for the shareholder proposal and may be excluded as relating to ordinary business operations. See Comshare, Inc. (Sept. 5, 2001). Because the Proposal addresses "general compensation matters" by providing for possible fines of employees, it relates to the Company's "ordinary business operations" and is excludable under Rule 14a-8(i)(7).

C. Rule 14a-8(i)(3) - The Proposal is Misleading and Contrary to the Commission's Proxy Rules

Rule 14a-8(i)(3) permits the exclusion of a proposal if it is contrary to the Commission's proxy rules. Rule 14a-9 prohibits false or misleading statements in proxy materials. The Commission may allow exclusion where the resolution in a proposal is so vague or indefinite that stockholders voting on the proposal and the company implementing the proposal would be unable to determine with any reasonable certainty exactly what actions or measures the proposal requires. See Division of Corporation Finance: Staff Legal Bulletin No. 14B (September 15, 2004).

The Proposal is so vague that it is unclear as to how the Company, or any company, would implement it. The proposed fine is of uncertain amount, and there is no guidance as to which letters from shareholders require a response. There is no standard proposed as to what constitutes a satisfactory response in terms of substance or means of delivery. It is not even clear which officer is supposed to respond to a shareholder letter, whether the addressee, the investor relations officer or one of the other personnel at the Company charged with shareholder relations matters. This lack of clarity on its face makes the Proposal properly excluded under Rule 14a-8(i)(3).

3. CONCLUSION

For the reasons set forth above, we believe XM may exclude the Proposal from the Proxy Materials under Rules 14a-8(i)(3), (i)(4) and (i)(7). Should the Staff have any questions, please feel free to call me at (202) 637-5736.

Sincerely,

/s/

Steven M. Kaufman

Enclosures

[INQUIRY LETTER]

5 January 2006

Mr. Joe Titlebaum, General Counsel
XM Satellite Radio
1500 Eckington Place, N.E.
Washington, D.C. 20002

CERTIFIED MAIL (No. 7099 3400 0015 6368 9299)

RETURN RECEIPT REQUESTED

Dear MrTitlebaum:

First, I would like to thank you for your nice letter of 30 December 2005 which showed a good deal of careful thought.

Second, as you requested, let us take care of the bonafides regarding my standing as a stockholder to make a proposal. I am including copies of certain pages of the Consolidated 1099 from my ETrade Brokerage account no. 6412-2585 from years 2001 and 2002 showing that I have bought a total of 15,000 shares of XMSR. I am also including my latest brokerage statement from ETrade, through 30 November 2005, which also reflects the 15,000 shares of XMSR. Lastly, I will include an electronic printout of my account holdings from TODAY showing I still hold 15,000 shares of XMSR. And in compliance with SEC regulations, I hereby submit in writing that I plan to hold all these shares THROUGH and BEYOND the upcoming Annual Shareholder Meeting. You are certainly welcome to call ETrade at 1-800-387 2331 and verify my account no. 6412-2585 and that I hold 15,000 shares of XMSR and have held it for several years thereby qualifying me to make a shareholder proposal. Please identify yourself as a company officer of XM wishing to verify a stock holding for a stockholder proposal. I trust that you will protect the privacy of my other stock holdings not related to XMSR.

Assuming we have verified my standing to make a proposal, I need further reasons why you want to reject my proposal to limit spending to 80% of revenues. First, it is a NON-BINDING proposal, and thereby XM would not have to abide by it anyway. So it does not conflict with your legal management authority. Certainly XM management has rights to make decisions regarding spending for the company. However, I believe the Shareholders and SHAREOWNERS, I might emphasize, also have at least a right to express a written request that you begin to earn a PROFIT. There, I said it, that tough little word, "PROFIT." You are spending the money of the Shareowners, lest you forget,it is OUR MONEY and we have a right to demand that you begin to earn a profit for US. XM cannot continue to spend BEYOND income for very long. Otherwise, bankruptcy will be on the horizon, and we do not want that. Surely, you must REIGN IN the overspenders, and demand a yearly PROFITI How long could you spend more than you take in? Not long, I bet!

Why not put the non-binding proposal to a shareholder vote? When a vast majority (70-90%, I bet) of shareholders vote FOR such a spending limitation, I think your management will get the message that it is NOW TIME TO BEGIN EARNING A PROFIT!

I will await your response.

Very Respectfully,

/s/

Robert S. Adams Enclosures a/s

[APPENDIX]

NON-BINDING PROPOSAL TO ASSURE XM PROFITABILITY

As XM Satellite Radio (XMSR) is now a growing and mature company, it is essential and the sense of shareholders that XM limit its spending to assure profitability each year. XM Senior Officers, Employees, and its contractors should not be able to spend more than 80% of the incoming actual revenue stream. The remaining 20% would be retained by the company as profit with the ultimate goal of a dividend to shareholders. XM should not be permitted to use clever financing (e.g. issuing extra stock, borrowing at excessive rates, bond issuing, preferred shares, stock options, etc.) which tends to dilute shareholder value. While the shareholders wish this proposal were binding on the XM management, the SEC rules permit exclusion of the proposal if it impacts Board of Director legal authority. Spending for necessary large items (e.g. satellite replacement, launches, etc.) can be saved up for over several quarters. Any extraordinary expense item can be voted upon by shareholders. This policy is necessary because no person or company can long survive by continuing to spend more than they take in. Salary increases and bonuses should be deferred until profitability is achieved. Please vote FOR this proposal if you support it.

[STAFF REPLY LETTER]

May 14, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: XM Satellite Radio Holdings Inc.

Incoming letter dated March 29, 2007

The proposal requests that the board "impose a monetary fine upon the Company Officer for failing to promptly respond to shareholder letters."

There appears to be some basis for your view that XM may exclude the proposal under rule 14a-8(i)(7), as relating to its ordinary business operations (i.e., procedures for improving shareholder communications). Accordingly, we will not recommend enforcement action to the Commission if XM omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which XM relies.

Sincerely,

/s/

Tamara M. Brightwell
Special Counsel