~~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~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ~~of earliest~~or ~~event reported~~15(d): ~~December~~of 9,the ~~2009 (December 8, 2009)~~

XMSecurities ~~SATELLITE~~Exchange ~~RADIO~~Act ~~HOLDINGS INC. (Exact name~~ of ~~registrant~~1934 ~~as specified in its charter)~~

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

Date of Report (Date of earliest event reported): January 6, 2010 (December 31, 2009)

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

XM SATELLITE RADIO HOLDINGS INC.

~~Registrant’s~~(Exact ~~telephone~~name ~~number,~~of registrant ~~including~~as ~~area~~specified ~~code:~~in ~~(202~~its charter) ~~380-4000~~

Not applicable (Former name or former address if changed since last report.)

Delaware

0-27441

54-1878819

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

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:

1500 Eckington Place, N.E.

Washington, DC

20002

(Address of principal executive offices)

(Zip Code)

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~202) o ~~Soliciting material pursuant to Rule 14a~~380-124000 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))

1 Registrant’s telephone number, including area code

~~Item~~Not ~~5.03.~~applicable ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

~~On December 8, 2009, XM Satellite Radio Holdings Inc.~~ (~~the~~Former ~~“Company”)~~name ~~filed~~or anformer ~~Amended~~address, ~~and~~if ~~Restated~~changed ~~Certificate~~since ~~of Incorporation~~last ~~(the “Amended and Restated Certificate”~~report) 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. The Company is a wholly-owned subsidiary of Sirius XM Radio Inc.

~~The~~Check ~~foregoing description of~~ the ~~Amended~~appropriate ~~and~~box ~~Restated~~below ~~Certificate~~if isthe ~~qualified~~Form in8-K ~~its~~filing ~~entirety by~~is ~~reference~~intended to simultaneously satisfy the ~~full~~filing ~~text~~obligation of the ~~Amended~~registrant ~~and~~under ~~Restated~~any ~~Certificate, a copy~~ of ~~which~~the isfollowing ~~filed~~provisions ~~herewith~~(see asGeneral ~~Exhibit 3.1 to~~Instruction ~~this Current Report on Form 8-K and is incorporated by reference herein~~A.2. below):

~~Item~~¨ ~~9.01.~~Written ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~d) Exhibits~~17 CFR 240. 14a-12)

~~Exhibit~~¨ ~~3.1~~Pre-commencement ~~Amended~~communications ~~and~~pursuant ~~Restated~~to ~~Certificate~~Rule of14d-2(b) ~~Incorporation~~under ofthe XMExchange ~~Satellite~~Act ~~Radio~~(17 ~~Holdings~~CFR ~~Inc~~240.14d-2(b))

2 ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SIGNATURES~~ Item 1.01. Entry into a Material Definitive Agreement.

~~Pursuant~~On toDecember 31, ~~the~~2009, ~~requirements of~~ the ~~Securities~~outstanding ~~Exchange~~principal ~~Act~~amount of ~~1934,~~our ~~the~~10% ~~registrant~~Senior ~~has~~Secured ~~duly~~Discount ~~caused~~Convertible ~~this~~Notes ~~report~~due ~~to be~~2009 ~~signed~~(the on“10% ~~its~~Notes”) ~~behalf~~matured byand ~~the~~was ~~undersigned~~paid ~~hereunto~~in ~~duly authorized~~cash.

In connection with the maturity of the 10% Notes, we, and our subsidiary XM Satellite Radio ~~Holdings~~ Inc. (“XM”), and certain other of our subsidiaries entered into a new Collateral Agreement (the “Collateral Agreement”) with U.S Bank National Association, as Collateral Agent, for XM’s 11.25% Senior Secured Notes due 2013 (the “11.25% Notes”). The Collateral Agreement secures the 11.25% Notes with a lien on substantially all our assets (other than real estate), XM’s assets and certain of our subsidiaries’ assets. The Collateral Agreement replaced the security agreement which had secured the 10% Notes and the 11.25% Notes.

~~Date:~~The ~~December 9,~~foregoing ~~2009~~description of the Collateral Agreement is qualified in its entirety by reference to the full text of the Collateral Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

~~By:~~Item ~~/s/~~9.01. ~~Patrick Donnelly Patrick~~Financial ~~Donnelly Secretary~~ Statements and Exhibits.

3 (d) Exhibits.

~~EXHIBIT~~Exhibit ~~INDEX~~ 10.1 Collateral Agreement, dated as of December 31, 2009, by and among XM Satellite Radio Holdings Inc., XM Satellite Radio Inc., certain subsidiaries thereof, and U.S. Bank National Association, as Collateral Agent.

No.		Description
3.1		Amended and Restated Certificate of Incorporation of XM Satellite Radio Holdings Inc.

SIGNATURES

4Pursuant 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.

EXHIBIT INDEX


No.		Description
10.1		Collateral Agreement, dated as of December 31, 2009, by and among XM Satellite Radio Holdings Inc., XM Satellite Radio Inc., certain subsidiaries thereof, and U.S. Bank National Association, as Collateral Agent.

XM SATELLITE RADIO HOLDINGS INC.

Date: January 6, 2010

/S/ PATRICK DONNELLY

Patrick Donnelly

Secretary

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