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): May 21, 2003

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

          Delaware                       0-24710                 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

Item 5.  Other Events.

         We are filing herewith the Form T-1 of The Bank of New York in respect
of our 3 1/2% Convertible Notes due 2008 to be issued under our senior indenture
dated as of May 23, 2003, the form of which has been previously filed as an
exhibit to our Registration Statement on Form S-3 (File No. 333-64344). A copy
of such Form T-1 is attached hereto as Exhibit 99.1, which is incorporated by
reference in its entirety.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

        (a) Not applicable.

        (b) Not applicable.

        (c) Exhibits.

        The Exhibit Index attached hereto is incorporated herein.



         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 SATELLITE RADIO INC.

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

Dated:  May 21, 2003


                                  EXHIBIT INDEX

      Exhibit                Description of Exhibit
      -------                ----------------------
        99.1          Form T-1 of The Bank of New York.