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): July 21, 2004

                           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.

         On July 21, 2004, we reported our financial and operating results for
the quarter ended June 30, 2004. These results are discussed in the press
release 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

Dated:  July 21, 2004


                                  EXHIBIT INDEX

      Exhibit               Description of Exhibit
      ------                ----------------------
        99.1          Press Release dated July 21, 2004.