SIRIUS XM RADIO INC.
1221 Avenue of the Americas
New York, New York 10020
March 23, 2009
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 20549
100 F Street, N.E.
Washington, D.C. 20549
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Attention: |
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Robert Bartelmes
John Harrington |
Re: Sirius XM Radio Inc. Registration Statement on Form S-3 (File No. 333-156495)
Dear Messrs. Bartelmes and Harrington:
Reference is made to the Registration Statement on Form S-3 (File No. 333-156495) filed with
the Securities and Exchange Commission by Sirius XM Radio Inc. (the Company) on December
30, 2008 (the Registration Statement). Pursuant to Rule 477 promulgated under the
Securities Act of 1933, the Company hereby applies for the immediate withdrawal of the Registration
Statement together with all exhibits thereto.
The Registration Statement was filed for resale from time to time by the Company or selling
securityholders of the Companys securities. Upon the Companys filing of its Annual Report on
Form 10-K, the Registration Statement ceased to be usable as the Company was no longer a
well-known seasoned issuer (as such term is defined in Rule 405 under the Securities Act of
1933). Subsequent to such date, the Company has regained such status and has elected to file a new
automatic shelf registration statement on Form S-3. The Company confirms that the only securities
registered under the Registration Statement were certain shares of common stock held by the
stockholders named in the prospectus supplement relating to the Registration Statement filed on
February 17, 2009. Any such shares that are still held by any of the stockholders named in such
prospectus supplement have been or will be registered by the Company under the new automatic shelf
registration statement on Form S-3.
If you have questions or require additional information, please do not hesitate to contact the
Companys outside counsel, John C. Ericson, Esq. of Simpson Thacher & Bartlett LLP at (212)
455-2000.
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Sincerely,
SIRIUS XM RADIO INC.
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By: |
/s/ Patrick L. Donnelly
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Name: |
Patrick L. Donnelly |
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Title: |
Executive Vice President, General Counsel
and Secretary |
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