XM Reaches 360,000 uin 2002

LAS VEGAS, Jan. 8, 2003; XM Satellite Radio announced today it has signed up 
more than 360,000 subscribers, extending its market leadership in digital 
satellite radio.
      "XM had an outstanding fourth quarter, adding 145,000 subscribers, a 72
percent increase in subscribers over our cumulative total at the end of the
third quarter and more than five times as many subscribers as we signed-up in
the fourth quarter of 2001," said XM President and CEO Hugh Panero.  "XM's
accelerating subscriber growth has been fueled by 'the second launch of XM' in
new vehicles from General Motors and other automakers, and by our 'third
launch' into the home and portable markets with our next-generation SKYFi
receivers, including XM's first portable radio."
    "XM expects a very strong 2003, with new subscribers approximately triple
those obtained in 2002", Panero continued.  "By year-end 2003, XM will have
crossed the one million subscriber mark and be firmly established as a mass-
market product."
    XM ended 2002 with more than 347,000 subscribers.  The Company had
thousands of additional radios sold at retail but not yet activated by year-
end -- demonstrating the attractiveness of XM as a Holiday gift.  The first XM
"boomboxes" reached retail shelves very late in the quarter and sold out
almost immediately, indicating a significant near-term market for this
breakthrough product -- the first XM receiver requiring no installation and
able to be utilized in the home or "on the go" without any adapter devices.
    In 2002, the Delphi SKYFi, XM's plug-and-play radio incorporating the most
advanced user features of any satellite radio on the market today, proved to
be a "hot" Christmas gift.  Compact and attractive, the complete SKYFi system
costs less than $200.  SKYFi can be set-up in the car, home, office, or
virtually anywhere a subscriber chooses to enjoy XM's 101 channels of
revolutionary programming.
    XM's new portable satellite radio, the Delphi SKYFi Audio System, is
expected to be a strong seller during 2003.  "This boombox extends XM Radio's
merchandising beyond retailers' car stereo sections to their portable audio
and HiFi departments; it also should broaden XM's appeal to younger
audiences," Panero said.
    On the OEM side, GM and other automakers like Honda and Nissan will expand
their XM-equipped vehicle offerings.  General Motors currently provides
factory-installed XM radios in 25 lines of cars, light trucks and SUVs,
including household names such as Buick, Cadillac, Chevrolet, GMC, Oldsmobile
and Pontiac, and plans to eventually expand XM availability across its entire
product line.
    In the funding area, XM announced in late December a set of definitive
financing agreements totaling $450 million -- consisting of $200 million in
new funds from strategic and financial investors and $250 million in payment
deferrals and related credit and payment facilities from General Motors.  In
addition, XM commenced an Exchange Offer for its outstanding 14 percent Senior
Secured Notes. With the new funds and payment deferrals from these
transactions, XM expects to achieve full funding through cash-flow breakeven.
XM anticipates all necessary conditions and approvals related to these
financings will be satisfied by the end of February 2003.

    XM is transforming radio, an industry that has seen little
technological change since FM, almost 40 years ago. XM's programming lineup
features 101 coast-to-coast digital channels: 70 music channels, many of them
commercial-free, from hip hop to opera, classical to country, bluegrass to
blues; and 31 channels of sports, talk, children's and entertainment.  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 radios are available at major electronics retailers nationwide.
Leading manufacturers such as Sony, Alpine, Pioneer, Audiovox and Delphi offer
a broad array of XM radios that easily enable any existing car stereo system.
For more information, please visit XM's web site: http://www.xmradio.com .