Filed by Sirius Satellite Radio Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934

Subject Company: XM Satellite Radio Holdings Inc.
Commission File No.: 0-27441

          This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the business combination transaction involving Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of SIRIUS’ and XM’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results anticipated in these forward-looking statements.

          The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statement: general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain governmental approvals of the transaction on a timely basis; the failure of SIRIUS and XM stockholders to approve the transaction; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and operating costs and business disruption following the merger, including adverse effects on employee retention and on our business relationships with third parties, including manufacturers of radios, retailers, automakers and programming providers. Additional factors that could cause SIRIUS’ and XM’s results to differ materially from those described in the forward-looking statements can be found in SIRIUS’ and XM’s Annual Reports on Form 10-K for the year ended December 31, 2006 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, which are filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

Important Additional Information and Where to Find It

          This communication is being made in respect of the proposed business combination involving SIRIUS and XM. In connection with the proposed transaction, SIRIUS has filed with the SEC a Registration Statement on Form S-4 containing a definitive Joint Proxy Statement/Prospectus and each of SIRIUS and XM may file with the SEC other documents regarding the proposed transaction. The Joint Proxy Statement/Prospectus was first mailed to stockholders of SIRIUS and XM on or about October 9, 2007. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY

STATEMENT/PROSPECTUS, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

     Investors and security holders can obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by SIRIUS and XM through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36^th Floor, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E. Washington, DC 20002, Attention: Investor Relations.

          SIRIUS, XM and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding SIRIUS’ directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 23, 2007, and information regarding XM’s directors and executive officers is available in XM’s Annual Report on Form 10-K, for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007 and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 17, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Joint Proxy Statement/Prospectus filed with the SEC.

***

SIRIUS’ website, which is available at www.SIRIUSmerger.com and has information about SIRIUS’ proposed merger, has been updated. The updates include the information being filed herewith.

In addition, the “In the News” page of the website also contains links to the following third-party articles:

chicagotribune.com

TRIBUNE EDITORIAL BOARD INTERVIEW: MEL KARMAZIN

A conversation with Mel Karmazin, CEO of Sirius Satellite Radio

November 9, 2007

Mel Karmazin, chief executive officer of Sirius Satellite Radio, met with the Tribune editorial board Wednesday to discuss the proposed merger of Sirius with XM Satellite Radio, shock jock Howard Stern and the intense competition in media markets.

Tribune: Why should the Federal Communications Commission and the Justice Department approve the merger of Sirius and XM Satellite Radio?

Karmazin: Arbitron says that XM and Sirius together represent 4 percent of the radio listening market. It’s bizarre for me to think that anybody could think that in this whole area of audio entertainment there isn’t plenty of competition, and new competition coming every day. Not only do we compete with all of the radio stations that exist, we also compete with all of the other alternatives that have come along since we’ve gotten our license.

We currently compete with free [radio].

You’re listening to this boring AM and FM radio that’s around. And one day, you want satellite radio, or you buy a car that has satellite radio, and after a trial period you decide you don’t want to have satellite radio, and then you go back to free. So when we compete with free, we’re more apt to get a subscriber at $6.99 than at $12.95. So when you’re a company that has lost all of this money, and we are continuing to lose money, the ability to reduce prices — which is what we would like to do — doesn’t happen.

The way it happens is through this merger. The efficiencies have been estimated between $3 [billion] and $9 billion. Our plan would be that we would offer consumers lower prices and more choice. By giving them lower prices and more choice, including a la carte offerings, we think that serves the public interest. From our point of view, the merger should be a no-brainer.

Tribune: What happens if the FCC does not approve the merger?

Karmazin: Sirius will sue.

Tribune: Was the Howard Stern deal a winner? He all but credits you for saving his life, his career.

Karmazin: I’m not sure I’d like to be known for that. Howard got $80 million a year in cash. To make that deal work, you need a million subscribers paying $120 a year or $12.95 a month.

The day I started, which was a month after he started, there were 700,000 [Sirius] subscribers. Our last number that we issued was 7.7 million. Now, if you ask Howard, those 7 million subscribers all came because of him. But, do we believe that we received over a million subscribers [because of Stern]? Yes. I think Howard has helped satellite radio.

Tribune: There was all this buildup about what Stern would be like once he had the shackles off. Did you get what you expected?

Karmazin: Part of his act was that he’d always complain about things. Well, he’s a pretty happy guy now. It used to be better radio when he was bitching, right? But he doesn’t have the FCC [Federal Communications Commission] to complain about. From my point of view, just using the “F-word” or using some of the language that you’re allowed to use on satellite radio that you couldn’t use in terrestrial radio, I mean, at my age, I don’t find that to be the attraction. I’ve always thought that Howard was a comedian. I used to commute to work, I’d listen to him to make my commute go better.

Tribune: What is your take on Google announcing it was moving toward wireless phones?

Karmazin: When I see these announcements, my hope is that somebody at the Department of Justice and the FCC are reading these same announcements. Because I’m aware of all of this competition. I’m just hoping they’re seeing it as well.

I’ve never seen as quick a movement on technology. The consumer has sort of won, right? The consumer is now able to get all of his content, whatever kind of content he wants — whether it be video, whether it be audio, whether you want it in your car, you want it in your home, you want it while you’re walking down the street, you want it in any form. A company, in order to survive, is going to have to have great content.

Tribune: Do you censor your own channels?

Karmazin: Someone has to draw the line. We censor ourselves on where the line is. Our president of programming, it’s his responsibility for everything that comes through his speakers. I hear things from time to time that I disagree with and I will discuss it with him. You have to have that responsibility and I think that everybody does. But in our case where the FCC’s issue was that “you say the ‘F-word’ and you’re gonna get fined,” now we don’t have that issue, and our talk-show hosts do say the “F-word” from time to time, but I want to make sure they’re not saying it for the shock value.

FCC Action Sparks Optimism On XM-Sirius Deal
Forbes.com
Ruthie Ackerman, 11.06.07, 11:30 PM ET

The Federal Communications Commission doesn’t ring twice. So when news broke Tuesday that the FCC had sent XM Satellite Radio Holdings and Sirius Satellite Radio questionnaires last week seeking detailed information pertaining to their planned merger as well as their business operations over the last two years, investors bet it meant the deal will win approval.

Sirius’ shares shot up 4.8%, or 16 cents, to $3.51 at the close on Tuesday, while XM’s shares soared 11.7%, or $1.55, to $14.82.

Bear Stearns analyst Robert Peck said the requests were extremely detailed and structured around four topics including corporate documents and agreements, studies and analyses, technical questions, and claimed public interest benefits. The FCC also devoted a whole section to requests for information on interoperable radios, which would allow programming for both services to run on satellite radios. The FCC asked both companies to respond to the requests by November 16.

Given the specificity of the questions, Peck said, he wouldn’t be surprised if the FCC was close to finalizing its order on the merger. Given the tight deadline the companies have to respond and the fact that the FCC still plans to make its decision by the end of the 180-day period, which ends on December 6, Peck thinks the FCC’s urgency is a positive sign. “The Department of Justice likely is close to allowing the deal, which would necessitate the FCC to expeditiously complete the documentation process,” Peck said. “If the Department of Justice were close to denying the deal, the need for such detailed information would not have arisen in the first place.”

Peck recently announced his revised synergy estimate on the value of the two companies once they merged at $5 billion, implying Sirius could be worth about $5.50 per share and XM could be worth $23.50 per share in fiscal year 2008.

Meanwhile, on October 25, XM’s tumbled after the company announced that its third-quarter loss jumped 70.1% to $145.4 million, or 47 cents per share, from $85.5 million, or 32 cents per share, a year ago.

The widening loss at XM, which has never had a profitable year, makes a successful outcome of its proposed merger with Sirius even more important. (See “XM Sinks Further Into The Red”) The companies are hoping their combination will boost profitability with big cost savings. (See “XM and Sirius: When Satellites Collide”).

The FCC and Department of Justice are reviewing the merger request to deem whether it’s legal under antitrust regulations. Shareholders of both XM and Sirius are slated to vote on the proposed roughly 50-50 ownership on November 13. If approved, the union would not be sealed until the Justice Department and the FCC sign the dotted line.

XM + Sirius = Patience
The Motley Fool

http://www.fool.com/investing/high-growth/2007/11/06/xm-sirius-patience.aspx

Rick Aristotle Munarriz
November 6, 2007

Is this what we’re down to? The FCC is sending out a questionnaire to Sirius (Nasdaq: SIRI) and XM (Nasdaq: XMSR), requesting even more information? It wants to know about content overlap and radio interoperability. Hmmm. Don’t you think these questions could have been raised when the merger was first announced nearly nine months ago?

A lot has happened in that time. An entire baseball season has played itself out, and those cats play more than 160 games before heading into the postseason!

Then again, this is probably the most encouraging sign yet that the two companies will be allowed to combine within the next few months, if not sooner. The deal regulators are now like a girl at the bar who has dodged your advances but hasn’t shot you down completely. All Mel Karmazin needs now is one more drink and the perfect pickup line to seal the deal.

A hookup didn’t seem possible back in February. There were too many negative precedents, including the satellite television deal between DIRECTV (NYSE: DTV) and DISH Network parent EchoStar (Nasdaq: DISH) that was shot down five years ago.

However, Sirius and XM have responded like champs to every hoop that they have been asked to jump through. They are now on record as saying that lower-priced plans will be available post-merger, a major sticking point with critics of the deal.

So now it’s time for the FCC to jump through many of those hoops. If the deal goes through, which concessions must take place? Which assets need to be sold off? What assurances must it require?

XM and Sirius are likely to comply. Both companies continue to lose money as they grow their subscriber bases, though a combination would result in billions in realized savings. Now with more than 16 million subscribers combined, the long wait has actually worked to the deal’s advantage.

It’s not just the long baseball season that has played itself out. A lot has happened since February.

	•		Some carmakers announced the availability of terrestrial radio-friendly HD receivers.
	•		Audio jacks for Apple (Nasdaq: AAPL) iPods are standard equipment in even more cars.

	•		Apple rolled out the iPhone and iPod Touch, making music even more portable via WiFi.
	•		Napster (Nasdaq: NAPS) and RealNetworks (Nasdaq: RNWK) have grown their base of music service subscribers.

It all adds up to an even more competitive landscape in audio content delivery than where we were when XM and Sirius were proposing to get hitched.

The FCC’s got questions? I know why. It’s because it already knows the inevitable answer.

Other things to read before the wedding invitation arrives:

	•		Save the Date, Satellite Radio
	•		The Satellite Radio Wedding Album
	•		Before XM Kisses Sirius

Radio & Records

Originally Posted On Nov 2, 2007 6:57 PM ET

Analyst: DOJ Will Clear Satcaster Merger

By Jeffrey Yorke

Shares of Sirius and XM jumped 5% apiece Friday (Nov. 2) after Cowen & Co. analyst Tom Watts sent a morning note to his clients that Thomas Barnett, assistant attorney general for the Justice Department’s Antitrust Division, “will approve” the proposed $13.6 billion merger between the two satellite radio companies.

In his “Quick Take” note, Watts said that “the approval would come despite a staff recommendation against the deal, which could be heard as early as next week.” Watts said the assistant AG’s ”acting contrary to the recommendations of his staff would be similar to the DOJ’s approval of Whirlpool’s acquisition of Maytag.” Last year, Whirlpool bid to acquire Maytag, consolidating the U.S. dishwasher market to a 50% share and the washer/dryer market to a 70% share. While the DOJ staff was positioning to block the deal — and had even taken sworn testimony from competitors and suppliers to prepare a court challenge to the deal — it was approved by Barnett.

“We continue to expect both DOJ and FCC approval of the deal,” Watts wrote. “Denying the deal would have to be based on the ludicrous position that satellite radio does not compete with terrestrial radio and any other form of mobile communications.”

Watts added that he believes a decision could be “as soon as next week.”

Nearly 60 million shares of SIRI traded hands Friday as the stock price increased 16 cents to close at $3.28, while 6.7 million shares of XMSR were sold, ending the day with a gain of 67 cents to $13.12 a share.

Meanwhile, ISS, the independent proxy advisory firm, on Friday recommended that Sirius and XM shareholders vote in favor of the proposed merger. The recommendation comes on the heels of same recommendation from Glass, Lewis & Co. earlier in the week.

Orbitcast

More support for the merger coming in...

               3 comments
               Monday, November 5, 2007 at 10:59 AM
Tags: Merger, Merger Support, Satellite Radio, Sirius, XM

XM and Sirius have just issued a press release highlighting additional support for their pending merger.

Among those cited in the release are NASCAR and Senators John Ensign (R-NV) and Jim DeMint (R-SC), as well as some on-air talent like Former U.S. Senator Bill Bradley, Tony Hawk and progressive talk radio/television personality Bill Press.

We already saw the Senators’ support last week, though it would be nice to see some additional support from others on The Hill.

Then there’s NASCAR Digital Entertainment, which filed some comments with the FCC on behalf of NASCAR fans who subscribe to satellite radio:

“We hope that the proposed merger will lead to more flexible programming options for consumers, which will lead to an increase in the number of people that receive NASCAR-related satellite radio programming. Also, I understand that, post-merger, NASCAR fans that are satellite radio subscribers will be able to enjoy the best of both SIRIUS and XM without having to purchase two radios or pay for two separate subscriptions.”

As well as other comments:

“Merger synergies will decrease duplicative programming and result in expanded variety and more unique content unavailable anywhere else,” wrote Bill Bradley

“...the merger will allow the new company to offer a variety of exciting new programming packages, some of which will enable subscribers to chose specific channels at lower monthly prices than are available today,” wrote Tony Hawk.

“I support the merger because it will best serve the listening public by providing a strong, national platform for the great diversity of voices and opinions that are the fabric of America — especially progressive voices, which are seldom heard on terrestrial radio,” said Bill Press.

I guess it’s always a good thing to flex some PR muscle and highlight support. And I understand the underlying message: government, content partners, and hosts/employees all support the merger — but is it me, or does this seems somewhat... uninspired?

In addition, the “What People Are Saying” and “Merger Resources” pages of the website also contain links to the following information included on the website: