[Letterhead of CD Radio Inc.]

                                                                June 17, 1997


Dear Stockholder:

                 This letter is to notify you that the proposed amendment to
the Company's Certificate of Incorporation described in the Company's Consent
Solicitation Statement dated May 16, 1997 has been duly approved by written
consents of the holders of a majority of each of the Company's Common Stock and
Preferred Stock. On June 16, 1997, the Certificate of Amendment to the
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware.

                 On May 8, 1997, the record date for the consent solicitation,
10,313,391 shares of Common Stock and 5,400,000 shares of Preferred Stock were
issued and outstanding.  As of June 13, 1997, the Company had received written
consents from the holders of 6,851,404 shares of Common Stock and 2,848,426
shares of Preferred Stock, representing 66.4 and 52.7 percent of the
outstanding shares, respectively.

                 As more completely described in the Consent Solicitation
Statement, the amendment to the Certificate of Incorporation of the Company
approved by the stockholders increased the authorized shares of Common Stock by
150,000,000 shares to an aggregate of 200,000,000 shares and increased the
authorized shares of Preferred Stock by 40,000,000 shares to an aggregate of 
50,000,000 shares.

                 This letter shall constitute notice, as required by Section
228(d) of the Delaware General Corporation Law, to those stockholders who have
not consented in writing to the approval of the amendment.

                                        Sincerely,


                                        /s/ Lawrence F. Gilberti
                                        Lawrence F. Gilberti
                                        Secretary