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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
XM Satellite Radio Holdings Inc. and Subsidiaries:
We consent to the use of our report included herein and to the reference to our
firm under the headings "Selected Consolidated Financial Data" and "Experts" in
the prospectus.
Our report, dated February 16, 2000, except for Note 14 which is as of March 15,
2000, contains an explanatory paragraph that states that the Company has not
commenced operations and is dependent upon additional debt or equity financings,
which raise substantial doubt about its ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty.
/s/ KPMG LLP
McLean, Virginia
June 13, 2000
