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XM TO AIR FIRST EVER NATIONAL RADIO BROADCAST OF WILLIE NELSON'S JULY 4TH PICNIC CONCERT

Willie Elects to Share His Fourth with Americans Exclusively via XM

Washington D.C., June 29, 2003 --XM Satellite Radio (NASDAQ: XMSR), America's leading satellite radio service, today announced its exclusive national radio broadcast of Willie Nelson's star-filled 30th Anniversary Fourth of July Family Picnic Weekend concert. XM's broadcast is the first-ever national broadcast of the renowned 4th of July Picnic Weekend concert.

This beloved American tradition, which started back in 1972 in Dripping Springs, Texas as an opportunity for artists to come together to celebrate the day, takes place this year at the new Two River Canyon Amphitheatre 30 minutes outside of Austin in Spicewood, Texas. The 2003 concert kicks into high gear with XM broadcasting live performances by Willie Nelson and many of his friends and guests, including The Dead, Merle Haggard, Leon Russell, Ray Price and Billy Bob Thornton among others.

"e;Now you don't have to be in Texas to spend the Fourth with American music icon Willie Nelson and his family and friends. With XM, all Americans have the freedom to bring Willie with them to the beach, the backyard barbecue or wherever their Independence Day celebrations may take them,"e; said Hugh Panero, XM President and CEO.

The concert will be emceed by country music legend, Grammy-award winning songwriter and XM Radio personality, Bill Mack. Live performances and continuous coverage will air on XM Satellite Radio's Channel 168, XM Live, starting each day at 10:30 a.m. Eastern Standard Time and lasting until midnight. The broadcast coverage on July 4th and 5th will be hosted on location by X-Country's [XM 12] Jessie Scott, Hank's Place's [XM 13] Eddie Kilroy and Bluegrass Junction's [XM 14] Felton Pruitt.

XM has recently aired a television commercial featuring Willie Nelson rhapsodizing about two of his passions: music and XM Radio. The singer-songwriter is a longtime XM subscriber who listens to his favorite XM channels on his customized tour bus. The 30-second spot was filmed aboard Nelson's bus in May during a tour stop in Louisiana.

"e;Willie is a friend of America, music and XM. The live on-site broadcast of his two day Picnic is a celebration that we can share with the whole nation,"e; said Lee Abrams, XM's Chief Programming Officer.

About XM Satellite Radio
XM is America's #1 satellite radio service. With more than 600,000 subscribers today, XM is on pace to have more than one million subscribers later this year. Whether in the car, home, office or on the go, XM's loyal listeners enjoy 101 digital channels of choice: 70 music channels, more than 35 of them commercial-free, from hip hop to opera, classical to country, bluegrass to blues; and 31 channels of premiere sports, talk, comedy, kid's and entertainment programming.

XM's strategic partners are leaders in the automotive, retail, consumer electronics and media industries. Currently available on 25 of General Motors' 2003 models, XM will be featured on 44 of GM's most popular Cadillac, Chevrolet, GMC, Pontiac, Buick and Saturn models beginning later this year. Honda is making XM available on the Honda Accord, Honda Pilot and Acura RL, Acura TL and Acura MDX models. Toyota, Isuzu, Infiniti, Nissan, Audi and Volkswagen will offer XM to their customers. Consumers can also purchase XM's leading-edge car, home and portable audio receivers, including the critically-acclaimed Delphi XM SKYFi Radio, at Wal-Mart, Best Buy, Circuit City and other major retailers nationwide. XM's strategic investors include General Motors, American Honda Motor Co. Inc., Clear Channel Communications and DIRECTV. For more information about XM, visit our web site atwww.xmradio.com.

Factors that could cause actual results to differ materially from those in the forward-looking statements in this press release include demand for the company's service, the company's dependence on third party vendors, its potential need for additional financing, as well as other risks described in XM Satellite Radio Holdings Inc.'s Form 10-K filed with the Securities and Exchange Commission on 3-31-2003. Copies of the filing are available upon request from XM Radio's Investor Relations Department.

Press Contact
Allen Goldberg
Phone: 202-380-4316
allen.goldberg@xmradio.com