Exhibit 99.2

By Electronic Delivery to: pdonnelly@siriusradio.com

September 15, 2009

Mr. Patrick L. Donnelly
Executive Vice President & General Counsel
Sirius XM Radio Inc.
1221 Avenue of the Americas, 36thFl.
New York, NY 10020

Re: Sirius XM Radio Inc. (the “Company”)
  Nasdaq Security: Common Stock
  Nasdaq Symbol: SIRI

Dear Mr. Donnelly:

As we discussed, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1.00 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 Consequently, a deficiency exists with regard to the Rule. However, the Rules also provide the Company a grace period of 180 calendar days in which to regain compliance. The following table summarizes the critical dates and information as related to this matter.

  Expiration of 180 calendar    
Period below $1.00 bid price day grace period Press Release Due Date Relevant Listing Rules
  March 15, 2010 September 21, 2009 5450(a)(1) – bid price
August 3, 2009 to 5810(c)(3)(A) – grace period
September 14, 2009 5810(b)– public disclosure
  5505 – Capital Market criteria

If at anytime during this grace period the bid price of the Company’s security closes at $1.00 per share or more for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed.

In the event the Company does not regain compliance with the Rule prior to the expiration of the grace period, it will receive written notification that its securities are subject to delisting.2 Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for The Nasdaq Capital Market. To avail itself of this alternative, the Company will need to submit an application to transfer its securities to TheNasdaq Capital Market.3

 
1 For online access to all Nasdaq Rules, please see “Nasdaq Reference Links,” included with this letter.
2 At that time, the Company may appeal the delisting determination to a Hearing’s Panel.
3 For on-line access to the appropriate Transfer Application, please see “Nasdaq Reference Links.”

 

 

Mr. Patrick L. Donnelly
September 15, 2009
Page 2

Our Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules which it is based.4 A copy of this announcement must be provided to Nasdaq’s MarketWatch Department at least 10 minutes prior to its release.5 In the event the Company does not make this required public announcement, trading in its securities will be halted. For your convenience attached is a list of news services.

Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please do not hesitate to contact me at +1 301 978 8034.


W. Wayne Bush, CFA
Lead Analyst
Nasdaq Listing Qualifications




 
4 Please see the attached “Directory of News Services” page for additional guidance.
5 Prior to its release, the Company shall provide a copy of the public announcement to Nasdaq's MarketWatch Department, using the Electronic Disclosure service available at www.NASDAQ.net. A facsimile of the announcement should also be forwarded to the Listing Qualifications Department and the Hearings Department. The facsimile numbers for the Listing Qualifications Department and the Hearings Department are + 1 301 978 4028 and +1 301 978 8080, respectively.

 

NASDAQ REFERENCE LINKS

Topic Description Link
 
   NASDAQ Listing    
   Rules All initial and continued listing rules NASDAQ Listing Rules
 
   Corporate Independent directors, committee requirements  
   Governance and shareholder approval www.nasdaq.com/about/FAQsCorpGov.stm
 
   Fees Fee schedule www.nasdaq.com/about/FAQsFees.stm
 
   Frequently Asked   www.nasdaq.com/about/LegalComplianceFAQ
   Questions (FAQs) Topics related to initial and continued listing s.stm
 
   Hearing Requests    
   & Process Discussion of the Nasdaq Hearings process www.nasdaq.com/about/FAQsHearings.stm
   Listing of    
   Additional Shares Explanation of Nasdaq’s Listing of Additional  
   (LAS) Shares process www.nasdaq.com/about/FAQsLAS.stm
   Transfer to the    
   Nasdaq Capital Procedures and application to transfer securities  
   Market to the Nasdaq Capital Market www.nasdaq.com/about/FAQsPhaseDown.stm

DIRECTORY OF NEWS SERVICES*

The use of any of these services will satisfy NASDAQ’s listing rules that require the disclosure of specific information in a press release or public announcement. The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.

News Service Internet Address Telephone Number
    Toll free: 800 444 2090
   Bloomberg Business News www.bloomberg.com Phone: 609 750 4500
    Toll free: 800 227 0845
   Business Wire www.businesswire.com Phone: 415 986 4422
 
   Dow Jones News Wire www.djnewswires.com Phone: 201 938 5400
   GlobeNewswire   Toll free: 800 307 6627
   (A NASDAQ OMX Co.) www.globenewswire.com Phone: 310 642 6930
    Toll free: 800 774 9473
   MarketWire www.marketwire.com Phone: 310 765 3200
    Toll free: 800 832 5522
   PR Newswire www.prnewswire.com Phone: 201 360 6700
 
   Reuters www.thomsonreuters.com Phone: 646 223 6000

* Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) _______________.