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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number            0-24710        

SIRIUS SATELLITE RADIO INC.
(Exact name of registrant as specified in its charter)
      
      
1221 Avenue of the Americas, 36th Floor
New York, New York 10020

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
      
      
Series B Preferred Stock Purchase Rights
(Title of each class of securities covered by this Form)
      
      
Common Stock, par value $.001 per share
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i) S Rule 12h-3(b)(1)(i) £
Rule 12g-4(a)(1)(ii) £ Rule 12h-3(b)(1)(ii) £
Rule 12g-4(a)(2)(i) £ Rule 12h-3(b)(2)(i) £
Rule 12g-4(a)(2)(ii) £ Rule 12h-3(b)(2)(ii) £
           Rule 15d-6 £

Approximate number of holders of record as of the certification or notice date:      None      

Pursuant to the requirements of the Securities Exchange Act of 1934 Sirius Satellite Radio Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

    
     SIRIUS SATELLITE RADIO INC.
    
Date:       January 18, 2005      By:       /s/ Patrick L. Donnelly     
             Patrick L. Donnelly
             Executive Vice President,
             General Counsel and Secretary
          
            
                  
    

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.

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