Amended Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Liberty Media Corp

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/23/2011 

3. Issuer Name and Ticker or Trading Symbol

SIRIUS XM RADIO INC. [SIRI]

(Last)        (First)        (Middle)

12300 LIBERTY BOULEVARD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

ENGLEWOOD, CO 80112       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

9/27/2011 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
7% Exchangeable Senior Subordinated Notes     (1) 12/1/2014   Common Stock   5866666   (1)   (1) D    

Explanation of Responses:
( 1)  The Reporting Person beneficially owns $11 million aggregate principal amount of the Issuer's 7% Exchangeable Senior Subordinated Notes due 2014 (the "Exchangeable Notes"). The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of Common Stock at an initial exchange rate of 533.3333 shares of Common Stock per $1,000 principal amount of Exchangeable Notes. The Exchangeable Notes were inadvertently omitted from the Reporting Person's original Form 3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Liberty Media Corp
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112

X


Signatures
/s/ Craig Troyer, Vice President 5/11/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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