FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PARSONS GARY
   2. Issuer Name and Ticker or Trading Symbol
SIRIUS SATELLITE RADIO INC [(SIRI)] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1221 AVENUE OF THE AMERICAS		 3. Date of Earliest Transaction (Month/Day/Year)
07/28/2008
(Street)

NEW YORK, NY 10020		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/28/2008(1)   A   3,129,158 A $ 0 3,129,158 D  
Common Stock 07/28/2008(2)   A   74,423 A $ 0 74,423 I By Custodian For Child

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 1.17 07/28/2008(3)   A   1,840,000     (4) 03/20/2013 Common Stock 1,840,000 $ 0 1,840,000 D  
Stock Option (Right to Buy) $ 1.46 07/28/2008(5)   A   690,000     (4) 07/01/2012 Common Stock 690,000 $ 0 690,000 D  
Stock Option (Right to Buy) $ 2.07 07/28/2008(6)   A   1,230,822     (4) 07/16/2009 Common Stock 1,230,822 $ 0 1,230,822 D  
Stock Option (Right to Buy) $ 3.65 07/28/2008(7)   A   1,230,500     (4) 07/02/2011 Common Stock 1,230,500 $ 0 1,230,500 D  
Stock Option (Right to Buy) $ 3.65 07/28/2008(8)   A   149,500     (4) 01/16/2012 Common Stock 149,500 $ 0 149,500 D  
Stock Option (Right to Buy) $ 4.79 07/28/2008(9)   A   1,150,000     (4) 02/18/2014 Common Stock 1,150,000 $ 0 1,150,000 D  
Stock Option (Right to Buy) $ 5.32 07/28/2008(10)   A   3,450,000     (4) 08/06/2014 Common Stock 3,450,000 $ 0 3,450,000 D  
Stock Option (Right to Buy) $ 8.10 07/28/2008(11)   A   460,000     (4) 07/21/2010 Common Stock 460,000 $ 0 460,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PARSONS GARY
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020		   X      

Signatures

 Gary Parsons   07/30/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received pursuant to the Merger Agreement for 680,252 shares of XM Satellite Radio Inc. common stock.
(2) Received pursuant to the Merger Agreement for 16,179 shares of XM Satellite Radio Inc. common stock.
(3) Received pursuant to the Merger Agreement for an option to acquire 400,000 shares of XM Satellite Radio Inc. common stock for $5.34 per share.
(4) Already exercisable
(5) Received pursuant to the Merger Agreement for an option to acquire 150,000 shares of XM Satellite Radio Inc. common stock for $6.68 per share.
(6) Received pursuant to the Merger Agreement for an option to acquire 267,570 shares of XM Satellite Radio Inc. common stock for $9.52 per share.
(7) Received pursuant to the Merger Agreement for an option to acquire 267,500 shares of XM Satellite Radio Inc. common stock for $16.79 per share.
(8) Received pursuant to the Merger Agreement for an option to acquire 32,500 shares of XM Satellite Radio Inc. common stock for $16.79 per share.
(9) Received pursuant to the Merger Agreement for an option to acquire 250,000 shares of XM Satellite Radio Inc. common stock for $22.00 per share.
(10) Received pursuant to the Merger Agreement for an option to acquire 750,000 shares of XM Satellite Radio Inc. common stock for $24.43 per share.
(11) Received pursuant to the Merger Agreement for an option to acquire 100,000 shares of XM Satellite Radio Inc. common stock for $37.25 per share.

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