<PAGE>


   As filed with the Securities and Exchange Commission on September 25, 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, New York 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          Amount to be        Proposed maximum               Proposed maximum          Amount of
of securities to be registered(1)   Registered(2)  offering price per share(3)   aggregate 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")         300,000                $1.27                        $381,000                $35.05

Preferred Stock Purchase Rights(4)     300,000                 (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. In addition, pursuant to Rule 416(c) under the Securities Act,
    this registration statement also covers an indeterminate amount of
    interests in the plan named above ("Plan Interests") to be offered or sold
    pursuant to that plan.
(2) This amount represents a 300,000 share increase in the number of shares of
    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
    September 19, 2002, as reported in the Nasdaq National Market System,
    which was $1.27.
(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
300,000 shares of the Company's common stock, par value of $0.001 per share,
attached Rights and an indeterminate number of Plan Interests, 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,
        2001, as amended by Amendment No. 1 on Form 10-K/A dated April 30, 2002;

     2.  The Company's Annual Report on Form 11-K for the year ended December
         31, 2001;

     3.  The Company's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2002;

     4.  The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 2002;

     5.  The Company's Current Reports on Form 8-K dated January 3, 2002 and
         April 11, 2002;

     6.  The Company's Registration Statement on Form S-8 (File No. 333-81914)
         dated February 1, 2002;

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

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

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

     10. 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





<PAGE>


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.

     The financial statements of Sirius Satellite Radio Inc. 401(k) Savings Plan
appearing in the Sirius Satellite Radio Inc. Annual Report (Form 11-K) for the
year ended December 31, 2001, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein in
reliance upon the report of Ernst & Young LLP pertaining to such financial
statements given on the authority of such firm as experts in accounting and
auditing.

Item 8. Exhibits

     See Exhibit Index elsewhere herein.






<PAGE>




                                   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 September 25, 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     September 25, 2002
---------------------      Officer (Principal Executive
Joseph P. Clayton          Officer) and Director


/s/ John J. Scelfo         Executive Vice President and      September 25, 2002
------------------         Chief Financial Officer
John J. Scelfo             (Principal Financial Officer)


/s/ Edward Weber, Jr.      Vice President and Controller     September 25, 2002
---------------------      (Principal Accounting Officer)
Edward Weber, Jr.


/s/ Leon D. Black          Director                          September 25, 2002
-----------------
Leon D. Black


/s/ Lawrence F. Gilberti   Director                          September 25, 2002
------------------------
Lawrence F. Gilberti


/s/ James P. Holden        Director                          September 25, 2002
-------------------
James P. Holden


/s/ David Margolese        Chairman of the Board of          September 25, 2002
-------------------        Directors and Director
David Margolese
</TABLE>






<PAGE>



<TABLE>
<S>                        <C>                               <C>
/s/ Peter G. Peterson      Director                          September 25, 2002
---------------------
Peter G. Peterson


/s/ Joseph V. Vittoria     Director                          September 25, 2002
----------------------
Joseph V. Vittoria
</TABLE>








<PAGE>



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
  No.
---------

<S>    <C>
5.1    Opinion of Patrick L. Donnelly, Esq., Executive Vice President, General
       Counsel and Secretary of the Company (filed herewith).

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

23.2   Consent of Ernst & Young LLP.

23.3   Consent of Arthur Andersen LLP, omitted pursuant to Rule 437a under the
       Securities Act of 1933.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a33436.txt", "description": "SIRIUS SATELLITE RADIO", "secsgml_size_bytes": 13565}]
{"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": "333-100083", "film-number": "02772143"}, "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 September 25, 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, New York 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          Amount to be        Proposed maximum               Proposed maximum          Amount of
of securities to be registered(1)   Registered(2)  offering price per share(3)   aggregate offering price(3)  registration fee
------------------------------------------------------------------------------------------------------------------------------
Shares of Sirius Satellite Radio
Inc. common stock, par value $0.001
per share (the "Common Stock")         300,000                $1.27                        $381,000                $35.05

Preferred Stock Purchase Rights(4)     300,000                 (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. In addition, pursuant to Rule 416(c) under the Securities Act,
    this registration statement also covers an indeterminate amount of
    interests in the plan named above ("Plan Interests") to be offered or sold
    pursuant to that plan.
(2) This amount represents a 300,000 share increase in the number of shares of
    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
    September 19, 2002, as reported in the Nasdaq National Market System,
    which was $1.27.
(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
300,000 shares of the Company's common stock, par value of $0.001 per share,
attached Rights and an indeterminate number of Plan Interests, 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,
        2001, as amended by Amendment No. 1 on Form 10-K/A dated April 30, 2002;

     2.  The Company's Annual Report on Form 11-K for the year ended December
         31, 2001;

     3.  The Company's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2002;

     4.  The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 2002;

     5.  The Company's Current Reports on Form 8-K dated January 3, 2002 and
         April 11, 2002;

     6.  The Company's Registration Statement on Form S-8 (File No. 333-81914)
         dated February 1, 2002;

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

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

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

     10. 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.

     The financial statements of Sirius Satellite Radio Inc. 401(k) Savings Plan
appearing in the Sirius Satellite Radio Inc. Annual Report (Form 11-K) for the
year ended December 31, 2001, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein in
reliance upon the report of Ernst & Young LLP pertaining to such financial
statements given on the authority of such firm as experts in accounting and
auditing.

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 September 25, 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     September 25, 2002
---------------------      Officer (Principal Executive
Joseph P. Clayton          Officer) and Director

/s/ John J. Scelfo         Executive Vice President and      September 25, 2002
------------------         Chief Financial Officer
John J. Scelfo             (Principal Financial Officer)

/s/ Edward Weber, Jr.      Vice President and Controller     September 25, 2002
---------------------      (Principal Accounting Officer)
Edward Weber, Jr.

/s/ Leon D. Black          Director                          September 25, 2002
-----------------
Leon D. Black

/s/ Lawrence F. Gilberti   Director                          September 25, 2002
------------------------
Lawrence F. Gilberti

/s/ James P. Holden        Director                          September 25, 2002
-------------------
James P. Holden

/s/ David Margolese        Chairman of the Board of          September 25, 2002
-------------------        Directors and Director
David Margolese
/s/ Peter G. Peterson      Director                          September 25, 2002
---------------------
Peter G. Peterson

/s/ Joseph V. Vittoria     Director                          September 25, 2002
----------------------
Joseph V. Vittoria
INDEX TO EXHIBITS
Exhibit
  No.
---------
5.1    Opinion of Patrick L. Donnelly, Esq., Executive Vice President, General
       Counsel and Secretary of the Company (filed herewith).

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

23.2   Consent of Ernst & Young LLP.

23.3   Consent of Arthur Andersen LLP, omitted pursuant to Rule 437a under the
       Securities Act of 1933.