XM TO AIR HISTORIC PERFORMANCE OF HANDEL'S MESSIAH AND STAR-PACKED JONATHAN SCHWARTZ CHRISTMAS SHOW

Original Broadcast of Classic Holiday Oratorio from New York's Trinity Church

Washington D.C., December 14, 2001 -- XM Satellite Radio (Nasdaq: XMSR) will present two historic holiday specials in the coming days: A national broadcast of New York's Trinity Church's performance of George Frederick Handel's time-honored oratorio Messiah on Dec. 23rd and the 32nd Annual Jonathan Schwartz Christmas Program, featuring a host of musical and media stars, on Dec. 16.

Handel's Messiah Performed at Church near "Ground Zero"

XM will air the acclaimed Trinity Church Choir's oratorio of Messiah on XM Classics (XM Channel 110) and Vox! (XM Channel 112). XM is presenting the performance in conjunction with The New York Times Company's classical radio station 96.3 FM WQXR, which is underwriting the performance. The performance will air on XM beginning December 23rd at 12 noon EST and will be rebroadcast on Christmas Eve at 4 pm EST and Christmas day at 2 pm EST.

The Choir of Trinity Church, an ensemble of 21 of New York's finest professional singers; The Rebel Baroque Orchestra, Dr. Owen Burdick, conductor; and soloists from the Trinity Choir will perform Messiah -- a holiday tradition at Trinity for the past 231 years, since its premier in 1770.

"Handel's Messiah brings a lump to the throat each Christmas - but this special performance, because of where it's taking place and the artists involved, promises to be even more emotional than usual. It's an honor for XM Classics and Vox! to share this Messiah with America," said Martin Goldsmith, program director, XM Classics and Vox!.

Trinity Church's performance this year is especially significant because it was almost canceled due to the tragic events of Sept. 11, which threatened to destroy the nearly three hundred year old church, which sits only blocks from Ground Zero at Wall Street and Broadway.

Trinity Church's performance this year is especially significant because it was almost canceled due to the tragic events of Sept. 11, which threatened to destroy the church that was built nearly 200 years ago and sits only blocks from Ground Zero at Wall Street and Broadway.

Schwartz Program to Feature Talks with Musical and Media Stars Including Tony Bennett, Pete Hamill and Linda Ellerbee

XM and New York's WNYC Radio will present the 32nd annual Jonathan Schwartz Christmas Program from 12 to 4 pm EST Sunday, Dec. 16, featuring discussions with performers and pundits including singer Tony Bennett, journalist and author Pete Hamill and journalist Linda Ellerbee.

Schwartz, a legendary New York radio personality, now hosts Frank's Place, XM's American Standards channel (XM Channel 73), from XM's New York studios on West 57th Street. "If I were a listener, this is the show I'd want to hear," Schwartz said.

Sunday's program will include interviews with New Yorker writer Ken Auletta, Ellerbee, commentator Charles Osgood, Bennett, the John Pizzarelli trio with Jessica Molaskey, New York Observer writer Ron Rosenbaum, Vanity Fair writer Marie Brenner, Hamill, musician Ken Peplowski, bassist Jay Leonhart, YES network reporter Suzyn Waldman, jazz pianist Tony Monte, and New York radio host Mark Simone.

Bennett, Molaskey, Waldman and an augmented Pizzarelli trio including Pizzarelli's father, Bucky, and Peplowski will also perform on the program. The final hour of the special will air exclusively on XM.

XM is transforming radio, an industry that has seen little technological change since FM, almost 40 years ago. XM's programming lineup features 100 coast-to-coast digital channels: 71 music channels, more than 30 of them commercial-free, from hip hop to opera, classical to country, bluegrass to blues; and 29 channels of sports, talk, children's and entertainment. XM also brings to the car, for the first time on radio, the same diverse selection of 24-hour news sources available in the home on cable and DIRECTV.

XM radios are available at major electronics retailers nationwide including Best Buy, Circuit City, Tweeter, Ultimate Electronics, participating RadioShack Dealers and Franchisees, Crutchfield, Good Guys, CarToys, Audio Express and Sound Advice; and at independent retailers. Leading manufacturers such as Sony, Alpine and Pioneer offer a broad array of XM radios including models that will easily enable any existing car stereo system to receive XM service (the Pioneer Universal Receiver and the Sony Plug-and-Play) and over 20 models of new AM/FM/XM systems offering many other great features. General Motors in November rolled out factory-installed Delphi-Delco XM radios in Cadillac DeVille and Seville models, and will expand to more than 20 GM models next year. XM's strategic investors include America's leading car, radio and satellite TV companies -- General Motors, American Honda Motor Co. Inc., Clear Channel Communications and DIRECTV.

XM was named "Product of the Year" by Fortune, an "Invention of the Year" by Time and won Popular Science's 2001 "Best of What's New" Grand Award in the electronics category. XM won several awards at the 2001 International Consumer Electronics Show, including "Best of CES" in the automotive category. XM has been featured as a holiday gift by publications ranging from US News & World Report to Playboy. For more information, please visit XM's web site: www.xmradio.com.

Factors that could cause actual results to differ materially from those in the forward-looking statements in this press release include uncertainties associated with demand for the company's service, the company's dependence on third party vendors, its continuing need for additional financing, as well as other risks described in XM Satellite Radio Holdings Inc.'s Form 8-K filed with the Securities and Exchange Commission on 12-6-2001. Copies of the filing are available upon request from XM Radio' s Investor Relations Department.

XM Press Contacts
Charles Robbins
(202)380-4316 Phone
charles.robbins@xmradio.com

Jennifer Markham
(202)380-4315 Phone
jennifer.markham@xmradio.com