XM Satellite Radio With 77,000 Subs Announces Quarterly Dividend

WASHINGTON, April 5 XM Satellite Radio Holdings Inc. announced today that it has declared a regular quarterly dividend on its 8.25% Series B Convertible Redeemable Preferred Stock.

The dividend is payable in shares of the Company's Class A Common Stock at a rate of $1.0313 per share of Series B Preferred Stock owned, with fractional shares to be paid in cash. The shares of Class A Common Stock to be issued will be valued at 95% of the average daily price of the Class A Common Stock for the 10 consecutive trading days ending on April 12, 2002. The dividend is payable on May 1, 2002, to Series B convertible preferred stockholders of record of XM Satellite Radio Holdings Inc. as of April 19, 2002.

XM announced Monday that it well exceeded most Wall Street analyst expectations for first quarter subscriber growth, ending with more than 76,000 total subscribers as of March 31, 2002. Described by the Yankee Group as the fastest-growing consumer electronics audio product of the last 20 years, XM more than doubled its subscribers in the first quarter. XM was named 2001 ``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 CES, including ``Best of CES'' in the automotive category.

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.

General Motors in November rolled out factory-installed Delphi-Delco XM radios in Cadillac DeVille and Seville models, and will expand to a total of 25 Buick, Cadillac, Chevrolet, GMC, Olds and Pontiac models this year. Nissan announced it will offer XM as an option this coming fall on select Infiniti and Nissan 2003 models. XM has signed a distribution agreement with Volkswagen of America, Inc., which also encompasses Audi of America, to offer satellite radio to Volkswagen and Audi customers in the United States in the coming years. Isuzu dealers will begin to offer XM radios to customers in April. 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 that easily enable any existing car stereo system. 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. For more information, please visit XM's web site: http://www.xmradio.com .