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 *
Greenstein Scott Andrew
   2. Issuer Name and Ticker or Trading Symbol
SIRIUS SATELLITE RADIO INC [(SIRI)] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres., Entertainment & Sports
(Last)
(First)
(Middle)
1221 AVENUE OF THE AMERICAS		 3. Date of Earliest Transaction (Month/Day/Year)
05/05/2004
(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 05/05/2004   A   1,575,000 (1) A $ 0 1,575,000 D  
Common Stock 05/05/2004   S   130,373 D $ 3.4292 1,444,627 D  

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) $ 3.14 (2) 05/05/2004   A   2,800,000   05/05/2004 05/05/2014 Common Stock 2,800,000 $ 0 2,800,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Greenstein Scott Andrew
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020		       Pres., Entertainment & Sports  

Signatures

 /s/ Greenstein, Scott A.   05/05/2004
**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) 258,000 Restricted Stock Units are vested and exercisable. The balance of the Restricted Stock Units will vest as follows: 425,000 on April 15, 2005; 575,000 on April 15, 2006; and 317,000 on April 15, 2007.
(2) Options to purchase 1,000,000 shares are vested and exercisable, and the balance of these options will vest on July 1, 2008. Notwithstanding the foregoing, options to purchase 600,000 shares will vest on March 15, 2005 if certain performance criteria for the year ending December 31, 2004 are met; options to purchase 750,000 shares will vest on March 15, 2006 if certain performance criteria for the year ending December 31, 2005 are met; and options to purchase 450,000 shares will vest on March 15, 2007 if certain performance criteria for the year ending December 31, 2006 are met.

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