Exhibit 4.6.11


                          AMENDMENT TO RIGHTS AGREEMENT


         AMENDMENT, dated as of January 8, 2002 (this "Amendment"), by and
between SIRIUS SATELLITE RADIO INC., a Delaware corporation (the "Company"), and
THE BANK OF NEW YORK, as rights agent (the "Rights Agent").

                                    RECITALS

         WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of October 22, 1997 (as heretofore amended, the "Rights
Agreement");

         WHEREAS, the Company proposes to issue and sel1 up to 18,400,000 shares
of its common stock, par value $.001 per share ("Common Stock"), in an
underwritten public offering (the "Public Offering") through Lehman Brothers
Inc., as underwriter ("Lehman");

         WHEREAS, Lehman Brothers Inc. has advised the Company that
OppenheimerFunds, Inc and affiliates of OppenheimerFunds, Inc. (collectively,
"Oppenheimer") has offered to purchase additional shares of Common Stock through
Lehman in connection with the Public Offering;

         WHEREAS, under the terms of the Rights Agreement, unless the Rights
Agreement is amended, Oppenheimer would become an "Acquiring Person," as defined
in Section l(a) of the Rights Agreement, upon the purchase of such Common Stock
through Lehman in connection with the Public Offering; and

         WHEREAS, the Board of Directors of the Company deems it desirable and
in the best interests of the Company and its stockholders to amend the Rights
Agreement to exclude Oppenheimer and its Affiliates and Associates (each as
defined in the Rights Agreement), who would otherwise be deemed Beneficial
Owners (as defined in the Rights Agreement) as a result of the purchase of
additional shares of Common Stock through Lehman in connection with the Public
Offering, from such definition of "Acquiring Person."

         Accordingly, the parties agree as follows:

         1. Amendment of Section 1(a) of the Rights Agreement. The definition of
"Acquiring Person" set forth in Section 1(a) of the Rights Agreement is amended
by adding the following clause at the end of such Section 1(a):

         "; provided, further, that OppenheimerFunds, Inc. (hereinafter referred
         to as "Oppenheimer"), and any of the Affiliates or Associates of
         Oppenheimer that would otherwise be deemed to be Beneficial Owners of
         the Company's securities (such Affiliates and Associates, together with
         Oppenheimer, are hereinafter referred to as the "Oppenheimer
         Investors"), shall not be, or be deemed to be, Acquiring Persons solely
         by reason of the purchase or beneficial ownership by the Oppenheimer
         Investors of up to (but not more than) 20% of the outstanding Common
         Shares."







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         2. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.

                            (Signature page follows)







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         EXECUTED as of the date set forth above.


                                          SIRIUS SATELLITE RADIO INC.



                                          By: /s/ Patrick L. Donnelly
                                              ----------------------------------
                                              Patrick L. Donnelly
                                              Executive Vice President, General
                                              Counsel and Secretary


                                          THE BANK OF NEW YORK



                                          By: /s/ Alexander Pabon
                                              ----------------------------------
                                              Alexander Pabon