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                                                                     Exhibit 4.7


                              AMENDED AND RESTATED
                                 AMENDMENT NO. 1
                                       TO
                                RIGHTS AGREEMENT


          THIS AMENDED AND RESTATED AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this
"Amendment") is entered into as of January 22, 2003, between XM SATELLITE RADIO
HOLDINGS INC., a Delaware corporation (the "Company"), and EQUISERVE TRUST
COMPANY, N.A. (the "Rights Agent").

          WHEREAS, the Company and the Rights Agent are party to a Rights
Agreement, dated as of August 2, 2002, as amended (the "Rights Agreement");

          WHEREAS, in accordance with Section 27 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement on the terms
and conditions hereinafter set forth; and

          WHEREAS, for purposes of this Amendment, capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Rights Agreement, as amended by this Amendment.

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

          1.   Amendments to Section 1.

               (a)  Section l(a) of the Rights Agreement, relating to the
definition of the term "Acquiring Person," is amended to read in its entirety as
follows:

          "Acquiring Person" shall mean any Person (as such term is hereinafter
          defined) who or which, together with all Affiliates and Associates (as
          such terms are hereinafter defined) of such Person, shall be the
          Beneficial Owner (as such term is hereinafter defined) of 15% or more
          of the shares of Class A Common Stock then outstanding, but shall not
          include (i) the Company, (ii) any Subsidiary of the Company, or (iii)
          any employee benefit plan of the Company or any Subsidiary of the
          Company, or any Person holding shares of Class A Common Stock for or
          pursuant to the terms of any such plan to the extent, and only to the
          extent, of such shares so held. Notwithstanding the foregoing, none of
          American Honda Motor Co., Inc. (together with its Affiliates and
          Associates, "Honda"), Hughes Electronics Corporation (together with
          its Affiliates and Associates, "Hughes") or General Motors Corporation
          (together with its Affiliates and Associates, including OnStar
          Corporation, "GM;" GM, Honda and Hughes, together with their

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          respective Affiliates and Associates, are each referred to sometimes
          hereinafter as a "Qualified Exempt Person"), shall be deemed an
          "Acquiring Person;" provided however, that if after August 2, 2002, in
          the case of Hughes (the "Hughes Exemption Date"), Hughes shall at any
          time beneficially own a number of shares of Class A Common Stock equal
          to or greater than (x) the number of shares of Class A Common Stock
          beneficially owned by Hughes as of the Hughes Exemption Date, plus (y)
          two percent (2%) of the total number of shares Class A Common Stock
          then outstanding, and provided further however, that if after the Debt
          Refinancing Date, any Qualified Exempt Person shall at any time
          beneficially own a number of shares of Class A Common Stock equal to
          or greater than (x) the number of shares of Class A Common Stock
          beneficially owned by such Qualified Exempt Person as of the Debt
          Refinancing Date, plus (y) two percent (2%) of the total number of
          shares of Class A Common Stock then outstanding, then such Qualified
          Exempt Person shall be deemed an "Acquiring Person" hereunder as to
          all of the shares of Class A Common Stock then beneficially owned by
          it and its Affiliates and Associates. For purposes of the above
          calculations, in determining whether GM constitutes an "Acquiring
          Person," it shall be understood that shares of Class A Common Stock
          issued or issuable to GM (i) as payment of interest accrued on the New
          GM Notes, (ii) as payment of interest accrued under the GM Credit
          Facility, (iii) upon conversion of the New GM Notes, (iv) upon
          exercise of the GM Warrant, (v) as payment of subscriber acquisition
          payments under the GM Distribution Agreement or in satisfaction of the
          Company's obligations under any other contract with GM, (vi) in
          connection with the issuance and sale on or prior to the Debt
          Refinancing Date to General Motors Corporation or any of its
          Affiliates and Associates of additional shares of Class A Common Stock
          or securities convertible into or exercisable for Class A Common
          Stock, or (vii) in connection with any agreement prepared to document
          any of the issuances or potential issuances described in clauses (i)
          through (vi) above and the transactions and arrangements contemplated
          thereby, regardless of when such interest accrues, such New GM Notes
          are converted, such GM Warrant is exercised, such subscriber
          acquisition payments or other contractual obligations become payable,
          such shares of Class A Common Stock are sold, or the securities
          convertible or exercisable for shares of Class A Common Stock are
          converted into or exercised for shares of Class A Common Stock, shall
          be deemed to have been outstanding and beneficially owned by GM as of
          the Debt Refinancing Date. For purposes of the above calculations, in
          determining whether any of Honda or Hughes constitutes an "Acquiring
          Person," it shall be understood that shares of Class A Common Stock
          issued or issuable to any of Honda or Hughes upon conversion of the
          New Investor Notes,

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          regardless of when such New Investor Notes are converted, shall be
          deemed to have been outstanding and beneficially owned by Honda or
          Hughes, as applicable, as of the Debt Refinancing Date.
          Notwithstanding the foregoing, no Person shall become an "Acquiring
          Person" as the result of an acquisition of shares of Class A Common
          Stock by the Company which, by reducing the number of shares of Class
          A Common Stock outstanding, increases the proportionate number of
          shares of Class A Common Stock beneficially owned by such Person to
          15% or more of the shares of Class A Common Stock then outstanding (or
          in the case of a Qualified Exempt Person, increases the proportionate
          number of shares of Class A Common Stock beneficially owned as of the
          date hereof by an additional 2%); provided, however, that if a Person
          shall become the Beneficial Owner of 15% or more of the Class A Common
          Stock then outstanding (or in the case of a Qualified Exempt Person,
          increases the proportionate number of shares of Class A Common Stock
          beneficially owned as of the date hereof by an additional 2%) by
          reason of share purchases by the Company and shall, after such share
          purchases by the Company, become the Beneficial Owner of any
          additional shares of Class A Common Stock, then such Person shall be
          deemed to be an "Acquiring Person" if such Person is then the
          Beneficial Owner of 15% or more of the Class A Common Stock then
          outstanding. Notwithstanding the foregoing, if the Board of Directors
          of the Company determines in good faith that a Person who would
          otherwise be an "Acquiring Person," as defined pursuant to the
          foregoing provisions of this paragraph (a), has become such
          inadvertently, without any intention of changing or influencing
          control of the Company, and such Person divests as promptly as
          practicable a sufficient number of shares of Class A Common Stock so
          that such Person would no longer be an "Acquiring Person," then such
          Person shall not be deemed an "Acquiring Person" for any purposes of
          this Agreement unless and until such Person shall again become an
          "Acquiring Person;" provided, that, to the extent the parties (the
          "Members") to either the Shareholders' Agreement (as defined herein)
          or the Director Agreement (as defined herein) could be deemed a
          "group" (as such term is used in Rule 13d-5 of the general Rules and
          Regulations under the Exchange Act (as defined herein)), no Member
          shall be deemed an "Acquiring Person" for any purpose of this
          Agreement unless and until such Member becomes the Beneficial Owner of
          15% or more of the shares of Class A Common Stock then outstanding
          without including the number of shares Beneficially Owned by the other
          Members.

               (b)  Section 1 of the Rights Agreement is amended by adding the
following additional definitions at the end thereof:

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          (ii) "Debt Refinancing Date" shall mean the closing date of the
          transactions contemplated by that certain Note Purchase Agreement,
          dated as of December 21, 2002, by and among XM Satellite Radio Inc.,
          the Company and OnStar Corporation, an Affiliate of General Motors
          Corporation ("OnStar") and that certain Note Purchase Agreement, dated
          as of December 21, 2002, by and among XM Satellite Radio Inc., the
          Company and certain investors named therein, as amended by Amendment
          No. 1, dated as of January 16, 2003.

          (jj) "GM Distribution Agreement" shall mean the Second Amended and
          Restated Distribution Agreement, expected to be dated as of the Debt
          Refinancing Date, by and among the Company, XM Satellite Radio Inc.
          and OnStar.

          (kk) "New GM Notes" shall mean the 10% Senior Secured Convertible
          Notes due December 31, 2009 issuable to OnStar in connection with the
          transactions expected to be closing on the Debt Refinancing Date.

          (11) "New Investor Notes" shall mean the 10% Senior Secured Discount
          Convertible Notes due December 31, 2009 issuable under that certain
          Note Purchase Agreement, dated as of December 21, 2002, by and among
          XM Satellite Radio Inc., the Company and certain investors named
          therein (as amended by Amendment No. 1, dated as of January 16, 2003),
          including Honda and Hughes, and shall include such additional 10%
          Senior Secured Discount Convertible Notes due December 31, 2009 issued
          as payment of interest thereunder.

          (mm) "GM Warrant" shall mean the warrant to purchase 10,000,000 shares
          of Class A Common Stock issuable to General Motors Corporation in
          connection with the transactions expected to be closing on the Debt
          Refinancing Date.

          (nn) "GM Credit Facility" shall mean the Credit Agreement, expected to
          be dated as of the Debt Refinancing Date, between XM Satellite Radio
          Inc. and General Motors Corporation.

          (oo) "Director Agreement" shall mean the Agreement, expected to be
          dated as of the Debt Refinancing Date, among the Company and certain
          investors named therein, relating to certain corporate governance
          matters including designation of director nominees.

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               (c)  Section l(z) of the Rights Agreement, relating to the
definition of the term "Shareholders' Agreement," is amended to read in its
entirety as follows:

          "Shareholders' Agreement" shall mean the Amended and Restated
          Shareholders Agreement, dated as of August 8, 2000, by and among the
          Company and the parties named therein, and, from and after the Debt
          Refinancing Date, that certain Second Amended and Restated
          Shareholders and Noteholders Agreement, dated as of the Debt
          Refinancing Date, by and among the Company and the parties named
          therein, in each case, as amended from time to time.

          2.   Amendments to Section 21.

          Section 21 is hereby amended by adding the following sentence after
the end of the first sentence:

          "In the event the transfer agency relationship in effect between the
          Company and the Rights Agent terminates, the Rights Agent will be
          deemed to resign automatically on the effective date of such
          termination; and any required notice will be sent by the Company."

          3.   Addition of Section 35.

          A new Section 35 is added to read as follows:

          "Notwithstanding anything to the contrary contained herein, the Rights
          Agent shall not be liable for any delays or failures in performance
          resulting from acts beyond its reasonable control including, without
          limitation, acts of God, terrorist acts, shortage of supply,
          breakdowns or malfunctions, interruptions or malfunction of computer
          facilities, or loss of data due to power failures or mechanical
          difficulties with information storage or retrieval systems, labor
          difficulties, war, or civil unrest.

          4.   Benefits. Nothing in the Rights Agreement, as amended by this
Amendment, shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, the registered holders of the Common Stock) any legal
or equitable right, remedy or claim under the Rights Agreement, as amended by
this Amendment; but the Rights Agreement, as amended by this Amendment, shall be
for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).

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          5.   Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

          6.   Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State.

          7.   Other Terms Unchanged. The Rights Agreement, as amended by this
Amendment, shall remain and continue in full force and effect and is in all
respects agreed to, ratified and confirmed hereby. Any reference to the Rights
Agreement after the date first set forth above shall be deemed to be a reference
to the Rights Agreement, as amended by this Amendment.

          8.   Counterparts. This Amendment may be executed in any number of
counterparts. It shall not be necessary that the signature of or on behalf of
each party appears on each counterpart, but it shall be sufficient that the
signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single agreement.
It shall not be necessary in any proof of this Amendment to produce or account
for more than a number of counterparts containing the respective signatures of
or on behalf of all of the parties.

          9.   Severability. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

                            [Signature Pages Follow]

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.


Attest:                                 XM SATELLITE RADIO HOLDINGS INC.

By: /s/ Joseph Euteneuer                By: /s/ Joseph M. Titlebaum
    ----------------------------------     -------------------------------------
    Name: Joseph Euteneuer              Name: Joseph M. Titlebaum
    Title: Executive Vice President     Title: Senior Vice President


Attest:                                 EQUISERVE TRUST COMPANY, N.A.

By: /s/ Adam Thornton                   By: /s/ Tyler Haymes
    ----------------------------------     -------------------------------------
    Name: Adam Thornton                 Name: Tyler Haymes
    Title: Account Manager              Title: Managing Director

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