XM Satellite Radio Holdings Inc - Termination of Registration of a Class of Security under Section 12(g) (15-12G)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

		Commission File Number		000-27441

XM SATELLITE RADIO HOLDINGS INC.
(Exact name of registrant as specified in its charter)

1500 ECKINGTON PLACE, NE
WASHINGTON, DC 20002-2194
202-380-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Class A Common Stock, $.01 par value
(Title of each class of securities covered by this Form)

1.75% Convertible Senior Notes due 2009
9.75% Senior Notes due 2014
Senior Floating Rate Notes due 2013
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

	Rule 12g-4(a)(1)		x
	Rule 12g-4(a)(2)		¨
	Rule 12h-3(b)(1)(i)		x
	Rule 12h-3(b)(1)(ii)		¨
	Rule 15d-6		¨

     Approximate number of holders of record as of the certification or notice date:

               Class A Common Stock, $.01 par value – 1

     Pursuant to the requirements of the Securities Exchange Act of 1934, XM Satellite Radio Holdings Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

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Date: July 28, 2008	By:	/s/ Joseph M. Titlebaum
		Name:	Joseph M. Titlebaum
		Title:	General Counsel and Secretary

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.