Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 12, 2009, Mr. Gary Parsons resigned as a member and as Chairman of our Board of Directors. Mr. Parsons also terminated his employment with XM Satellite Radio Holdings Inc. In connection with Mr. Parsons' separation, we entered into a Separation Agreement and Release of Claims with Mr. Parsons (the "Agreement"). As contemplated by the Employment Agreement dated as of August 6, 2004, by and among XM Satellite Radio Holdings Inc, XM Satellite Radio Inc. and Mr. Parsons, as amended (the "Employment Agreement"), we will deposit in trust for the benefit of Mr. Parsons amounts necessary to satisfy our obligations to him pursuant to the terms of the Employment Agreement. Such amount will be paid to Mr. Parsons on the earliest date permitted under Internal Revenue Code
Section 409A.

On November 12, 2009, the Board of Directors elected Mr. Eddy W. Hartenstein, an existing independent director, to be Chairman of the Board of Directors.

We have notified the Nasdaq Stock Exchange LLC that as a result of Mr. Parsons' resignation, we are in compliance with NASDAQ's independent director requirements for continued listing.

A copy of the press release announcing the election of Mr. Hartenstein and the Agreement are attached as Exhibits 99.1 and 10.1, respectively, to this Current Report on Form 8-K hereto and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

The Exhibit Index attached hereto is incorporated herein.

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