SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~April 16,~~October ~~2010 (April 14~~13, 2010)

XM SATELLITE RADIO INC. (Exact Name of Registrant as Specified in Charter)

(Exact name of registrant as specified in its charter)


Delaware	333-39178	52-1700207
(State or other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

Delaware	333-39178	52-1805102
1221 Avenue of the Americas, 36th Fl., New York, NY	10020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code: (212) 584-5100

~~1500~~ Check the ~~Eckington~~appropriate ~~Place,~~box ~~N.E.~~below ~~Washington,~~if DCthe ~~(Address~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under ~~20002~~any ~~(Zip~~of ~~Code)~~the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (~~202~~17 CFR 230.425) ~~380~~ o Soliciting material pursuant to Rule 14a-~~4000 Registrant’s~~12 ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(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))

~~Not~~Item ~~applicable (Former~~2.02 ~~name~~Results orof ~~former~~Operations ~~address,~~and ifFinancial ~~changed since last report)~~Condition

~~Check~~ On October ~~the~~13, ~~appropriate~~2010, ~~box~~Sirius ~~below~~XM ifRadio ~~the~~Inc., ~~Form~~our ~~8-K~~parent, ~~filing~~issued isa ~~intended~~press torelease which ~~simultaneously~~contained ~~satisfy~~certain information regarding our results for the quarter ended ~~filing~~September ~~obligation~~30, of2010. The press release did not include financial statements, related notes and certain other financial information that will be filed with the ~~registrant~~Securities ~~under~~and ~~any~~Exchange Commission as part of our Quarterly Report on Form 10-Q for the ~~following~~three ~~provisions~~months ~~(see~~ended ~~General~~September ~~Instruction~~ 30, 2010. A copy of such press release is attached hereto as Exhibit 99.2.1 ~~below):~~and is incorporated herein by reference.

~~o Written~~ This information ~~communications~~shall ~~pursuant~~not tobe ~~Rule 425~~deemed ~~under~~“filed” ~~the~~for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (17the ~~CFR~~“Exchange ~~230.425~~Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~o Soliciting~~Item ~~material~~7.01 ~~pursuant~~Regulation toFD ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~ Disclosure

~~o Pre-commencement~~ The information ~~communications~~contained ~~pursuant~~in toItem ~~Rule 14d-~~2~~(b)~~.02 ~~under~~is ~~the~~incorporated ~~Exchange~~in ~~Act~~this ~~(17~~Item ~~CFR 240~~7.~~14d-2(b))~~01 by reference.

~~o Pre-commencement~~ Legal Proceedings. ~~communications~~In October ~~pursuant~~2010, toa ~~Rule 13e-4(c)~~Multistate ~~under~~Working Group, led by the ~~Exchange~~Attorney ~~Act~~General ~~(17~~of ~~CFR~~the ~~240.13e~~State of Ohio and joined by the Offices of the Attorneys General of Arizona, Connecticut, Tennessee, Vermont and the District of Columbia, commenced a multi-~~4(c))~~jurisdictional investigation into certain of our consumer practices. The investigation focuses on our practices relating to the cancellation of subscriptions; automatic renewal of subscriptions; charging, billing, collecting, and refunding or crediting of payments from consumers; and soliciting customers.

~~Item 1.01.~~ A separate ~~Entry~~investigation into aour ~~Material~~consumer-related ~~Definitive~~practices ~~Agreement~~is being conducted by the Attorney General of the State of Florida. In addition, in September 2010, the Attorney General of the State of Missouri commenced an action against us regarding our telemarketing practices to residents of the State of Missouri.

~~The~~ We are ~~Merger~~cooperating with these investigations and believe our consumer-related practices comply with all applicable federal and state laws and regulations.

On This information ~~April 14,~~shall ~~2010,~~not XMbe ~~Satellite~~deemed ~~Radio Holdings Inc. (~~“~~XM Holdings~~filed”), afor ~~Delaware corporation~~purposes ~~and~~of ~~wholly-owned~~Section ~~subsidiary~~18 of ~~Sirius XM Radio Inc. (“Sirius”), merged with and~~the ~~into~~Exchange ~~XM Satellite Radio Inc. (the “Company”)~~Act, aor ~~Delaware~~incorporated ~~corporation~~by ~~and~~reference ~~wholly-owned subsidiary~~in ofany XMfiling ~~Holdings~~under (the ~~“Merger”).~~Securities Act ~~The Company was the surviving corporation~~ of ~~the Merger~~1933, ~~and~~ as aamended, ~~result~~or ~~became a direct wholly-owned subsidiary of Sirius. A copy of~~ the ~~certificate~~Exchange ofAct, ~~ownership~~except ~~and~~as ~~merger~~shall ~~filed~~be inexpressly ~~the State of Delaware pursuant to Section~~set ~~253~~forth ofby ~~the~~specific ~~General~~reference ~~Corporation Law of the State of Delaware~~ in ~~connection~~such ~~with~~a ~~the Merger is attached hereto as Exhibit 3~~filing.1.

~~The~~Item ~~Supplemental~~8.01 ~~Indenture~~ Other Events

On October ~~April 14~~13, 2010, inSirius ~~connection~~XM ~~with~~Radio ~~the~~Inc. ~~Merger,~~issued ~~the~~a ~~Company,~~press ~~the~~release ~~subsidiary~~announcing ~~guarantors party~~that we commenced a tender offer to ~~the~~purchase ~~indenture~~for ~~(the~~cash ~~“Indenture”)~~any ~~governing~~and ~~the~~all ~~Senior~~of ~~PIK~~our 11.25% Senior Secured Notes due ~~2011~~2013 (the “Notes”) ~~and~~upon ~~U.S.~~the ~~Bank~~terms ~~National~~and ~~Association,~~subject asto ~~trustee,~~the conditions ~~entered~~set ~~into~~forth ain ~~supplemental indenture (~~the ~~“Supplemental~~Offer ~~Indenture”).~~to ~~Pursuant~~Purchase toand ~~the~~Consent ~~Supplemental~~Solicitation Statement, ~~Indenture~~dated October 13, ~~(i) the Company~~2010, ~~assumed~~and ~~all~~in the ~~obligations~~related Letter of XMTransmittal ~~Holdings~~and Consent. ~~under~~Concurrently ~~the~~with ~~Indenture,~~ the ~~Notes~~tender offer, and on the ~~related agreements~~terms and ~~(ii) certain~~subject ~~subsidiaries~~to the ofconditions ~~the~~set ~~Company~~forth ~~were~~in ~~added~~such asOffer ~~guarantors.~~to AsPurchase ofand ~~April 14,~~Consent Solicitation ~~2010~~Statement, ~~after~~we ~~giving~~are ~~effect~~soliciting toconsents of holders of the ~~Merger,~~Notes ~~approximately~~to ~~$113,685,000~~authorize ~~aggregate~~the elimination ~~principal~~of ~~amount~~most of the ~~Notes~~restrictive ~~was outstanding.~~

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. 2

~~Item 2.01.~~covenants ~~Completion~~and certain of ~~Acquisition~~the events orof ~~Disposition~~default contained in the indenture governing the Notes and the release the security for, and guarantees of, ~~Assets~~the Notes under the Indenture and the related documents.

~~The~~ A copy ~~response~~of tosuch ~~Item 1.01~~press release is ~~hereby~~attached ~~incorporated~~hereto ~~into~~as ~~this~~Exhibit ~~Item 2~~99.~~01.~~2 and is incorporated herein by reference.

~~Item 2.03.~~ On October ~~Creation~~13, 2010, we also announced that we intend to sell up to $550 million aggregate principal amount of anew ~~Direct~~senior ~~Financial~~notes ~~Obligation~~due or2018 in an ~~Obligation~~offering pursuant to Rule 144A and Regulation S under anthe ~~Off-~~Securities ~~Balance~~Act ~~Sheet~~of 1933, as amended. The ~~Arrangement~~new ofnotes will be unsecured and guaranteed on a ~~Registrant~~senior unsecured basis by certain of our existing and future subsidiaries. We intend to use the proceeds of the offering of the notes and cash on hand to repurchase our 11.25% Senior Secured Notes due 2013, assuming the tender offer and consent solicitation are completed, and to pay fees and expenses associated with the transactions. If such tender offer and consent solicitation are not completed, we intend to use the proceeds for general corporate purposes, which may include the repayment of indebtedness.

The new ~~response~~senior tonotes ~~Item 1.01~~have isnot ~~hereby~~been ~~incorporated~~and ~~into~~will ~~this~~not ~~Item 2.03.~~be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

~~Item 3.03~~ A copy ~~Material~~of ~~Modification~~such topress ~~Rights~~release ofis ~~Security~~attached ~~Holders~~hereto as Exhibit 99.3 and is incorporated herein by reference.

~~The response to~~ Item 1 9.01 isFinancial ~~hereby~~Statements ~~incorporated~~and ~~into this Item 3.03.~~ Exhibits

~~Item 9~~ (a) Not Applicable.~~01.~~ ~~Financial Statements and Exhibits~~

(b) Not Applicable.

(d) Exhibits.

3.1		Certificate of Ownership and Merger, dated April 14, 2010.
4.1		Supplemental Indenture, dated April 14, 2010, among XM Satellite Radio Holdings Inc., XM Satellite Radio Inc., certain subsidiaries thereof and U.S. Bank National Association, as trustee, relating to the Senior PIK Secured Notes due 2011.

The Exhibit Index attached hereto is incorporated herein.

SIGNATURES

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

	XM Satellite Radio Inc.
Date: April 16, 2010	By:	/s/ Patrick L. Donnelly
		Patrick L. Donnelly
		Secretary


	XM SATELLITE RADIO INC.

	By:	/s/ Patrick L. Donnelly

		Patrick L. Donnelly
		Secretary

~~EXHIBIT~~Dated: ~~INDEX~~ October 13, 2010

No.		Description
3.1		Certificate of Ownership and Merger, dated April 14, 2010.
4.1		Supplemental Indenture, dated April 14, 2010, among XM Satellite Radio Holdings Inc., XM Satellite Radio Inc., certain subsidiaries thereof and U.S. Bank National Association, as trustee, relating to the Senior PIK Secured Notes due 2011.

EXHIBITS


Exhibit		Description of Exhibit


99.1		Press Release dated October 13, 2010 announcing subscribers and other subscriber related metrics for the period ended September 30, 2010.

99.2		Press Release dated October 13, 2010 announcing tender offer for XM Satellite Radio Inc.’s 11.25% Senior Secured Notes due 2013.

99.3		Press Release dated October 13, 2010 announcing proposed offering by XM Satellite Radio Inc. of $550 million of senior notes due 2018.

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