NEWS RELEASE

Satellite Entertainment Pioneers DIRECTV and XM Satellite Join Forces to Deliver 72 Channels of XM's Acclaimed Programming to DIRECTV Customers Nationwide

9/29/2005

NUMBER OF AUDIO CHANNELS AVAILABLE ON DIRECTV WILL NEARLY DOUBLE AT NO ADDITIONAL COST

Washington D.C., September 29, 2005 -- An agreement between DIRECTV and XM , the nation's leading providers of digital satellite entertainment programming, will be much more than just music to the ears of more than 14.6 million DIRECTV customers nationwide. As part of DIRECTV's dedication to offering the best in entertainment to its customers, beginning Nov. 15, 2005, 72 channels of XM's quality music, children's, and talk programming will be available via DIRECTV, nearly doubling its current audio programming lineup at no additional cost. In addition to music channels and children's programming, XM will provide XM's "Home Plate" channel, and XM's High Voltage channel, featuring talk radio stars .

"DIRECTV is making a major commitment in the world of music, and this alliance with XM Satellite Radio will leave a lasting imprint on not only our more than 14.6 million customers nationwide, but on the pay television industry as a whole," said Dan Fawcett, executive vice president, Programming Acquisitions, DIRECTV, Inc. "By partnering with fellow satellite innovator XM to deliver an unrivaled lineup of quality audio channels, we will continue to provide our customers with more entertainment choices, more value and the best service available."

"This marks the beginning of a natural partnership between the nation's leading satellite radio company and the leading satellite television company," said Patricia Kesling, senior vice president, Marketing and Operations, XM Satellite Radio. "DIRECTV offers a fantastic platform for people to experience some of the amazing content we offer 1 on XM. We know from experience that when people get to sample XM, they want to become XM subscribers. Part of XM's appeal is that we have an extraordinary group of music experts who handpick the songs from XM's enormous music library, and they work directly with artists to create original music and live performances. Our talk radio programmers share that same spirit of creativity and freedom. It's what separates XM Satellite Radio from everyone else."

Customers subscribing to the DIRECTV TOTAL CHOICE® programming package will have access to 50 XM Satellite Radio's music channels and customers subscribing to the DIRECTV TOTAL CHOICE® Plus programming package and above will have access to more than 65 channels. DIRECTV PARA TODOS® customers will also have access to the same XM channels, as well as five additional Latin music channels.

About DIRECTV, Inc. DIRECTV is the nation's leading digital multichannel television service provider with more than 14.6 million customers. DIRECTV and the Cyclone Design logo are registered trademarks of DIRECTV, Inc. (NYSE: DTV). DIRECTV is a world-leading provider of digital multichannel television entertainment. DIRECTV is approximately 34 percent owned by . For more information visit www..com.

About XM Satellite Radio XM (NASDAQ: XMSR) is America's number one satellite radio service with more than 5 million subscribers. live daily from studios in Washington, DC, New York City and Nashville at the Country Music Hall of Fame, XM's 2005 lineup includes more than 150 digital channels of choice from coast to coast: the most commercial-free music channels, plus premier sports, talk, comedy, children's and entertainment programming; and 21 channels of the most advanced traffic and weather information. XM was named Best Radio Service at the 2004 Billboard Digital Entertainment Awards.

XM, the leader in satellite-delivered entertainment and data services for the automobile market through partnerships with , , , Hyundai, , Porsche, and /Audi, is available in more than 120 different vehicle models for 2005. XM's industry-leading products are available at consumer electronics retailers nationwide. For more information about XM hardware, programming and partnerships, please visit http://www.xmradio.com.

Factors that could cause actual results to differ materially from those in the forward-looking statements in this

2 press release include demand for XM Satellite Radio's service, the Company's dependence on technology and 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 8-5-05. Copies of the filing are available upon request from XM Radio's Investor Relations Department.

XM Contact: Chance Patterson Phone: 202-380-4318

[email protected]

DIRECTV Contact: Jade Ekstedt Phone: (310) 964-3429 [email protected]

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