UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of earliest ~~the~~event ~~Securities Exchange~~reported): ~~Act~~December of9, ~~1934~~2009 (December 8, 2009)

~~Date~~XM ofSATELLITE ~~Report~~RADIO HOLDINGS INC. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~March 12,~~in ~~2009~~its ~~(March 6, 2009~~charter)

XM SATELLITE RADIO HOLDINGS INC.


Delaware	0-27441	54-1878819
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)


1500 Eckington Place, N.E. Washington, DC		20002
(Address of Principal Executive Offices)		(Zip Code)

Delaware		000-27441		54-1878819
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1500 Eckington Place, NE Washington, DC		20002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (202) 380-4000

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨Item ~~Pre-commencement~~5.03. ~~communications~~Amendments ~~pursuant~~ to ~~Rule~~Articles ~~14d-2(b)~~of ~~under~~Incorporation ~~the~~or ~~Exchange~~Bylaws; ~~Act~~Change ~~(17~~in ~~CFR~~Fiscal ~~240~~Year.~~14d-2(b))~~

¨On December 8, ~~Pre-commencement~~2009, ~~communications~~XM ~~pursuant~~Satellite toRadio ~~Rule~~Holdings ~~13e-4~~Inc. (cthe “Company”) ~~under~~filed ~~the~~an ~~Exchange~~Amended ~~Act~~and Restated Certificate of Incorporation (17the ~~CFR~~“Amended ~~240~~and Restated Certificate”) with the Secretary of State of the State of Delaware to, among other things, reduce the number of shares of common stock that the Company is authorized to issue.~~13e~~ The Company is a wholly-~~4(c))~~owned subsidiary of Sirius XM Radio Inc.

~~Item~~The foregoing description of the Amended and Restated Certificate is qualified in its entirety by reference to the full text of the Amended and Restated Certificate, a copy of which is filed herewith as Exhibit 3.~~03.~~1 to ~~Material~~this ~~Modification~~Current toReport ~~Rights~~on ofForm ~~Security~~8-K ~~Holders~~and is incorporated by reference herein.

OnItem ~~March 6, 2009, we executed and delivered the Third Supplemental Indenture (the “Supplemental Indenture”), dated as of March 6, 2009, by and among us, XM Satellite Radio Inc~~9.~~, (“XM”), XM Equipment Leasing LLC, XM Radio Inc~~01., ~~and~~Financial ~~The~~Statements ~~Bank of New York Mellon, as trustee (the “Trustee”), which Supplemental Indenture supplements the Indenture, dated as of May 1, 2006 (as amended~~ and ~~supplemented, the “Indenture”), among us, XM and the Trustee with respect to XM’s 9~~Exhibits.~~75% Notes due 2014 (the “Notes”).~~

~~The Supplemental Indenture was entered into in connection with XM’s previously announced tender offer and consent solicitation~~ (~~the “Offer”~~d) ~~with respect to the Notes commenced on July~~ ~~29, 2008~~Exhibits. ~~As part of the Offer, XM sought and received the requisite consents from holders of the Notes to proposed amendments relating to the Notes and the Indenture. The~~ Supplemental Indenture contains the proposed amendments which amend the Indenture to eliminate substantially all of the restrictive covenants contained in the Indenture and the Notes, eliminate certain events of default and modify or eliminate ~~certain other provisions contained in the Indenture and the Notes.~~

~~Under~~Exhibit ~~the~~3.1 ~~Indenture,~~Amended ~~dated as of July 31, 2008, among XM Escrow LLC~~ and ~~The~~Restated ~~Bank~~Certificate of ~~New~~Incorporation ~~York Mellon, as trustee, relating to the 13% Senior Notes due 2014 (the “XM 13% Notes”), the maturity~~ of ~~the~~ XM ~~13%~~Satellite ~~Notes~~Radio ~~changes~~Holdings ~~from August 1, 2014 to August 1, 2013 when certain conditions have been satisfied~~Inc. ~~Following the execution of the XM 9.75% Notes Supplemental Indenture, all of these conditions have now been satisfied and the XM 13% Notes will mature on August 1, 2013.~~

~~Item 9.01. Financial Statements and Exhibits~~ SIGNATURES

		Exhibit No.		Description of Exhibit
		4.1		Third Supplemental Indenture, dated as of March 6, 2009 to the Indenture, dated as of May 1, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~XM Satellite Radio Holdings Inc.

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~December 9, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~ 2009

~~XM SATELLITE RADIO HOLDINGS INC.~~ By: /s/ Patrick L. Donnelly Patrick L. Donnelly ~~Executive Vice President, General Counsel and~~ Secretary

~~Exhibit~~EXHIBIT ~~Index~~ INDEX

Exhibit No.		Description of Exhibit
No.		Description
4.1		Third Supplemental Indenture, dated as of March 6, 2009 to the Indenture, dated as of May 1, 2006
3.1		Amended and Restated Certificate of Incorporation of XM Satellite Radio Holdings Inc.

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