<PAGE>






    As filed with the Securities and Exchange Commission on February 1, 2002
                             Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                           SIRIUS SATELLITE RADIO INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                            52-170027
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                             Identification No.)

                     1221 Avenue of the Americas, 36th Floor
                               New York, NY 10020
                                 (212) 584-5100
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                 SIRIUS SATELLITE RADIO INC. 401(k) SAVINGS PLAN
                            (Full title of the Plan)

                               Patrick L. Donnelly
             Executive Vice President, General Counsel and Secretary
                           Sirius Satellite Radio Inc.
                           1221 Avenue of the Americas
                                   36th Floor
                            New York, New York 10020
                                 (212) 584-5100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------

                                   Copies to:
                                Paul D. Ginsberg
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000

                             ----------------------

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
   Title of each class                         Proposed maximum     Proposed maximum
       of securities          Amount to be      offering price          aggregate          Amount of
   to be registered(1)       Registered (2)      per share (3)      offering price(3)   registration fee
--------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                 <C>                  <C>
Shares of Sirius Satellite
Radio Inc. common stock, par value
$0.001 per share (the
"Common Stock")                  100,000             $6.73               $673,000             $61.92

Preferred Stock Purchase
Rights(4)                        100,000               (4)                  (4)                 (4)
--------------------------------------------------------------------------------------------------------
</TABLE>

(1)   In addition, pursuant to Rule 416 under the Securities Act of 1933, as
      amended, this registration statement also covers any shares of Common
      Stock and Preferred Stock Purchase Rights that may be issuable pursuant to
      the anti-dilution provisions of the employee benefit plan described
      herein.

(2)   This amount represents a 100,000 share increase in the number of shares of
      the Common Stock authorized for issuance under the Sirius Satellite Radio
      Inc. 401(k) Savings Plan.

(3)   The proposed maximum offering price per share and the registration fee
      were calculated in accordance with Rule 457(c) and (h) based on the
      average of the high and low prices for shares of the Common Stock on
      January 29, 2002, as reported in the Nasdaq National Market System, which
      was $6.73.

(4)   Each Preferred Stock Purchase Right (the "Rights") represents the right to
      purchase one one-hundredth of a share of Series B Preferred Stock for each
      share of Common Stock. The Rights are appurtenant to and trade with the
      Common Stock. The value attributable to the Rights, if any, is reflected
      in the value of the Common Stock and the registration fee for the Rights
      is included in the fee for the Common Stock.






<PAGE>







                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by Sirius Satellite
Radio Inc., a Delaware corporation (the "Company"), with respect to an
additional 100,000 shares of the Company's common stock, par value of $0.001 per
share, issuable under the Sirius Satellite Radio Inc. 401(k) Savings Plan (the
"Plan"), and consists of those items required by General Instruction E to Form
S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         2.       The Company's Quarterly Report on Form 10-Q for the quarters
                  ended March 31, 2001; June 30, 2001; and September 30, 2001;

         3.       The Company's Current Reports on Form 8-K dated February 28,
                  2001; February 23, 2001; and January 3, 2002.

         4.       The Company's Registration Statement on Form S-8 (File No.
                  333-74752) dated December 7, 2001;

         5.       The Company's Registration Statement on Form S-8 (File No.
                  333-62818) dated June 12, 2001;

         6.       The Company's Registration Statement on Form S-8 (File No.
                  333-47954) dated October 13, 2000; and

         7.       The Company's Registration Statement on Form S-8 (File No.
                  333-65473) dated October 8, 1998.

         All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to modified or superseded to
the extent that a statement contained in this registration statement or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 5.           Interests of Named Experts and Counsel

         Patrick L. Donnelly, Esq., whose legal opinion with respect to the
securities registered hereunder is filed as Exhibit 5.1 hereto, is an employee
of the Company and participates in the Plan and other benefit plans established
by the Company.






<PAGE>




Item 8.           Exhibits

         See Exhibit Index elsewhere herein.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on February 1,
2002.

                           SIRIUS SATELLITE RADIO INC.

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






<PAGE>






                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Patrick L. Donnelly and
Douglas A. Kaplan, and each of them, his true and lawful agent, proxy and
attorney-in-fact, each acting alone with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Commission any and all
amendments (including post-effective amendments) to this registration statement
together with all schedules and exhibits thereto, (ii) act on, sign and file
such certificates, instruments, agreements and other documents as may be
necessary or appropriate in connection therewith, and (iii) take any and all
actions which may be necessary or appropriate in connection therewith, granting
unto such agents, proxies and attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agents, proxies and attorneys-in-fact, any of them or any of his or their
substitutes may lawfully do or cause to be done by virtue thereof.

             Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signatures                 Title                                Date
----------                 -----                                ----
<S>                        <C>                                  <C>
/s/ Joseph P. Clayton      President and Chief Executive        February 1, 2002
------------------------   Officer (Principal Executive
Joseph P. Clayton          Officer)


/s/ John J. Scelfo         Executive Vice President and         February 1, 2002
------------------------   Chief Financial Officer (Principal
John J. Scelfo             Financial Officer)

/s/ Edward Weber, Jr.      Vice President and Controller        February 1, 2002
------------------------   (Principal Accounting Officer)
Edward Weber, Jr.

/s/ Leon D. Black          Director                             February 1, 2002
------------------------
Leon D. Black

/s/ Lawrence F. Gilberti   Director                             February 1, 2002
------------------------
Lawrence F. Gilberti

/s/ James P. Holden        Director                             February 1, 2002
------------------------
James P. Holden

/s/ David Margolese        Chairman of the Board of             February 1, 2002
------------------------   Directors and Director
David Margolese


</TABLE>






<PAGE>




<TABLE>
<S>                        <C>                                  <C>
/s/ Peter G. Peterson      Director                             February 1, 2002
------------------------
Peter G. Peterson

/s/ Joseph V. Vittoria     Director                             February 1, 2002
------------------------
Joseph V. Vittoria

</TABLE>






<PAGE>





                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
  NO.
-------
<S>          <C>
5.1          Opinion of Patrick L. Donnelly, Executive Vice President, General
             Counsel and Secretary of the Company (filed herewith).

23.1         Consent of Patrick L. Donnelly, Executive Vice President, General
             Counsel and Secretary of the Company (included in Exhibit 5.1).

23.2         Consent of Arthur Andersen LLP (filed herewith).

</Table>
[{"type": "S-8", "sequence": "1", "filename": "a31988.txt", "description": "SIRIUS SATELLITE RADIO INC. S-8", "secsgml_size_bytes": 12421}]
{"company-data": {"conformed-name": "SIRIUS SATELLITE RADIO INC", "cik": "0000908937", "assigned-sic": "4832", "irs-number": "521700207", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81914", "film-number": "02524524"}, "business-address": {"street1": "1221 AVENUE OF THE AMERICAS", "street2": "36TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "2128995000"}, "mail-address": {"street1": "1221 AVENUE OF THE AMERICAS", "street2": "36TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "former-company": {"former-conformed-name": "CD RADIO INC", "date-changed": "19940203"}}
As filed with the Securities and Exchange Commission on February 1, 2002
                             Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                           SIRIUS SATELLITE RADIO INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                            52-170027
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                             Identification No.)

                     1221 Avenue of the Americas, 36th Floor
                               New York, NY 10020
                                 (212) 584-5100
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                 SIRIUS SATELLITE RADIO INC. 401(k) SAVINGS PLAN
                            (Full title of the Plan)

                               Patrick L. Donnelly
             Executive Vice President, General Counsel and Secretary
                           Sirius Satellite Radio Inc.
                           1221 Avenue of the Americas
                                   36th Floor
                            New York, New York 10020
                                 (212) 584-5100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------

                                   Copies to:
                                Paul D. Ginsberg
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000

                             ----------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
   Title of each class                         Proposed maximum     Proposed maximum
       of securities          Amount to be      offering price          aggregate          Amount of
   to be registered(1)       Registered (2)      per share (3)      offering price(3)   registration fee
--------------------------------------------------------------------------------------------------------
Shares of Sirius Satellite
Radio Inc. common stock, par value
$0.001 per share (the
"Common Stock")                  100,000             $6.73               $673,000             $61.92

Preferred Stock Purchase
Rights(4)                        100,000               (4)                  (4)                 (4)
--------------------------------------------------------------------------------------------------------
(1)   In addition, pursuant to Rule 416 under the Securities Act of 1933, as
      amended, this registration statement also covers any shares of Common
      Stock and Preferred Stock Purchase Rights that may be issuable pursuant to
      the anti-dilution provisions of the employee benefit plan described
      herein.

(2)   This amount represents a 100,000 share increase in the number of shares of
      the Common Stock authorized for issuance under the Sirius Satellite Radio
      Inc. 401(k) Savings Plan.

(3)   The proposed maximum offering price per share and the registration fee
      were calculated in accordance with Rule 457(c) and (h) based on the
      average of the high and low prices for shares of the Common Stock on
      January 29, 2002, as reported in the Nasdaq National Market System, which
      was $6.73.

(4)   Each Preferred Stock Purchase Right (the "Rights") represents the right to
      purchase one one-hundredth of a share of Series B Preferred Stock for each
      share of Common Stock. The Rights are appurtenant to and trade with the
      Common Stock. The value attributable to the Rights, if any, is reflected
      in the value of the Common Stock and the registration fee for the Rights
      is included in the fee for the Common Stock.
INTRODUCTION

         This Registration Statement on Form S-8 is filed by Sirius Satellite
Radio Inc., a Delaware corporation (the "Company"), with respect to an
additional 100,000 shares of the Company's common stock, par value of $0.001 per
share, issuable under the Sirius Satellite Radio Inc. 401(k) Savings Plan (the
"Plan"), and consists of those items required by General Instruction E to Form
S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         2.       The Company's Quarterly Report on Form 10-Q for the quarters
                  ended March 31, 2001; June 30, 2001; and September 30, 2001;

         3.       The Company's Current Reports on Form 8-K dated February 28,
                  2001; February 23, 2001; and January 3, 2002.

         4.       The Company's Registration Statement on Form S-8 (File No.
                  333-74752) dated December 7, 2001;

         5.       The Company's Registration Statement on Form S-8 (File No.
                  333-62818) dated June 12, 2001;

         6.       The Company's Registration Statement on Form S-8 (File No.
                  333-47954) dated October 13, 2000; and

         7.       The Company's Registration Statement on Form S-8 (File No.
                  333-65473) dated October 8, 1998.

         All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to modified or superseded to
the extent that a statement contained in this registration statement or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 5.           Interests of Named Experts and Counsel

         Patrick L. Donnelly, Esq., whose legal opinion with respect to the
securities registered hereunder is filed as Exhibit 5.1 hereto, is an employee
of the Company and participates in the Plan and other benefit plans established
by the Company.
Item 8.           Exhibits

         See Exhibit Index elsewhere herein.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on February 1,
2002.

                           SIRIUS SATELLITE RADIO INC.

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

             KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Patrick L. Donnelly and
Douglas A. Kaplan, and each of them, his true and lawful agent, proxy and
attorney-in-fact, each acting alone with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Commission any and all
amendments (including post-effective amendments) to this registration statement
together with all schedules and exhibits thereto, (ii) act on, sign and file
such certificates, instruments, agreements and other documents as may be
necessary or appropriate in connection therewith, and (iii) take any and all
actions which may be necessary or appropriate in connection therewith, granting
unto such agents, proxies and attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agents, proxies and attorneys-in-fact, any of them or any of his or their
substitutes may lawfully do or cause to be done by virtue thereof.

             Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:
Signatures                 Title                                Date
----------                 -----                                ----
/s/ Joseph P. Clayton      President and Chief Executive        February 1, 2002
------------------------   Officer (Principal Executive
Joseph P. Clayton          Officer)

/s/ John J. Scelfo         Executive Vice President and         February 1, 2002
------------------------   Chief Financial Officer (Principal
John J. Scelfo             Financial Officer)

/s/ Edward Weber, Jr.      Vice President and Controller        February 1, 2002
------------------------   (Principal Accounting Officer)
Edward Weber, Jr.

/s/ Leon D. Black          Director                             February 1, 2002
------------------------
Leon D. Black

/s/ Lawrence F. Gilberti   Director                             February 1, 2002
------------------------
Lawrence F. Gilberti

/s/ James P. Holden        Director                             February 1, 2002
------------------------
James P. Holden

/s/ David Margolese        Chairman of the Board of             February 1, 2002
------------------------   Directors and Director
David Margolese
/s/ Peter G. Peterson      Director                             February 1, 2002
------------------------
Peter G. Peterson

/s/ Joseph V. Vittoria     Director                             February 1, 2002
------------------------
Joseph V. Vittoria
INDEX TO EXHIBITS
EXHIBIT
  NO.
-------
5.1          Opinion of Patrick L. Donnelly, Executive Vice President, General
             Counsel and Secretary of the Company (filed herewith).

23.1         Consent of Patrick L. Donnelly, Executive Vice President, General
             Counsel and Secretary of the Company (included in Exhibit 5.1).

23.2         Consent of Arthur Andersen LLP (filed herewith).