UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 21, 2008

XO HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-30900	54-1983517
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)
13865 Sunrise Valley Drive		20171
Herndon, Virginia		(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number including area code: 703-547-2000
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 21, 2008, the Compensation Committee of the Board of Directors of XO Holdings, Inc., a Delaware corporation (the “Company”), approved the XO Holdings, Inc. 2008 Executive Bonus Plan (the “2008 Executive Plan”). The 2008 Executive Plan provides for the payment of cash bonuses to eligible executive officers, which include the Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; Senior Vice President, External Affairs; Senior Vice President, General Counsel; President, Business Services and the President, Carrier Services.

The payment of the cash bonuses under the 2008 Executive Plan is based upon the attainment of specific revenue and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, adjusted for non-recurring, non-operational and transitional cost items), objectives established by the Compensation Committee and the achievement by the executive of individual performance objectives reviewed and approved by the Compensation Committee and the Chief Executive Officer (except that the review of achievement of performance objectives by the Chief Executive Officer will be undertaken by the Compensation Committee). Other financial metrics may be applicable from time to time, as specified by the Compensation Committee. The target bonus amount for each of the participants in the 2008 Executive Plan will be a percentage of such participant’s base salary measured at the end of the bonus period.

The Compensation Committee may, at its sole discretion, and without prior notice, modify, change, alter or terminate the 2008 Executive Plan or determine whether or not a bonus will be paid. No bonus payment is payable without the authorization and final approval by the Compensation Committee. The foregoing is only a brief summary of the 2008 Executive Plan and is qualified by the terms and conditions of the 2008 Executive Plan.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

XO HOLDINGS, INC.
By:	/s/ Gregory W. Freiberg
	Name:	Gregory W. Freiberg
	Title:	Senior Vice President and Chief Financial Officer

Date: May 28, 2008