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): January 19, 2010

SIRIUS XM RADIO INC.
(Exact Name of Registrant as Specified in Charter)

Delaware 001-34295 52-1700207
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation)   Identification No.)

1221 Avenue of the Americas, 36th Fl., New York, NY 10020
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 584-5100

_____________________________

          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))




Section 2.02      Results of Operations and Financial Condition

          On January 19, 2010, we issued a press release which contained certain information regarding our results for the fourth quarter and year ended December 31, 2009. The press release did not include certain financial statements, related notes and certain other financial information that will be filed with the Securities and Exchange Commission as part of our Annual Report on Form 10-K. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

          This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9.01      Financial Statements and Exhibits

            (a)   

Not Applicable.
 
  (b)

Not Applicable.
 
  (c)

Not Applicable.
 
  (d)

Exhibits.

          The Exhibit Index attached hereto is incorporated herein.

 

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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.

  SIRIUS XM RADIO INC.
 
 
 
  By:       /s/ Patrick L. Donnelly  
            Patrick L. Donnelly
            Executive Vice President, General
            Counsel and Secretary

Dated: January 19, 2010

 

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EXHIBITS

Exhibit                                                              Description of Exhibit
     
99.1   Press Release dated January 19, 2010

 

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