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 15, 2005

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

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:

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

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

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

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

   Item 3.03 Material Modifications to Rights of Securityholders

        On January 15, 2005, the rights issued under our Rights Agreement, dated as of October 22, 1997, as amended, with The Bank of New York, as rights agent, expired. The rights permitted stockholders to acquire common stock from us at prices substantially below market value under certain change-in-control scenarios.

        Our board of directors has elected not to renew the rights and has determined that such action was in the best interests of our stockholders. We have no current plans to renew the rights or adopt a similar 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.

Dated: January 18, 2005