UNITED STATES

                                SECURITIES AND EXCHANGE COMMISSION
                                            WASHING T ON ,   D . C . 20549



     D IVI S IO N OF
CO RP ORAT IO N F INANCE



                                                                   November 21,
2018

James E. Meyer
Chief Executive Officer
Sirius XM Holdings Inc.
1290 Avenue of the Americas
11th Floor
New York, NY 10104

           Re: Sirius XM Holdings Inc.
               Registration Statement on Form S-4
               Filed October 31, 2018
               File No. 333-228088

Dear Mr. Meyer:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4

Questions and Answers About the Pandora Special Meeting
Q: What are the material U.S. federal income tax consequences of the
transactions to U.S.
Pandora stockholders?, page 5

1.        If neither parties' tax counsel is able to give a tax-free opinion at
closing, we note the
          parties' intentions to restructure the merger so that the
transactions will be treatable as a
          taxable sale. Confirm through additional disclosure that the parties
will resolicit Pandora
          stockholders if the merger is restructured as a taxable transaction.
 James E. Meyer
FirstName Holdings Inc. E. Meyer
Sirius XM LastNameJames
Comapany 21, 2018
November NameSirius XM Holdings Inc.
November 21, 2018 Page 2
Page 2
FirstName LastName
Conditions to Completion of the Transactions, page 11

2.       Your disclosure indicates that the parties may waive certain
conditions to completing the
         transactions. Clearly delineate which of the conditions are waivable
and by which party.
The exchange ratio is fixed and will not be adjusted in the event of any change
in the market
price..., page 21

3.       We note your disclosure that changes in the market price of Sirius XM
common stock
         prior to closing will affect the value of the merger consideration
that Pandora stockholders
         will receive. We further note that if the transactions are completed,
it will be after the
         Pandora special meeting where holders will vote, and thus Pandora
stockholders will not
         know the market value of the merger consideration at the time of the
vote. Given that the
         closing of the transactions is subject to the approval of the merger
agreement by the
         Pandora stockholders, expand your risk factor disclosure to address
how the risk of any
         fluctuation in the market price of Sirius XM might impact the
willingness of Pandora
         stockholders to vote in favor of the merger. If at the time of
effectiveness, the price of
         Sirius XM's common stock has dropped to a point that the implied value
of the per share
         merger consideration is less than the current trading price of Pandora
stock, you should
         highlight the likelihood of this possibility at closing.
Background of the Transactions, page 40

4.       Discuss why Pandora was ultimately amenable to discussing a potential
sale of the
         company to Sirius XM in September 2018 at a lower exchange ratio and
enterprise value
         than what was originally discussed in March 2016.
5.       Expand your discussion of the parties' negotiation of the material
aspects of the proposed
         transaction to detail how the parties came to an agreement on the
amount of the respective
         termination fees.
6.       Confirm through additional disclosure on page 42 that Pandora paid KKR
$22.5 million to
         terminate the KKR Investment Agreement on June 7, 2017.
Opinion of LionTree Advisors LLC, page 68

7.       We note your disclosure on page 70 that LionTree's opinion was
provided "solely" for the
         benefit of the Pandora board of directors. This disclosure suggests
stockholders may not
         consider or rely on the information in the opinion. Because it is
inconsistent with the
         disclosures relating to the opinion, the limitation should be deleted.
Alternatively,
         disclose the basis for LionTree's belief that shareholders cannot rely
upon the opinion to
         support any claims against LionTree arising under applicable state law
(e.g., the inclusion
         of an express disclaimer in LionTree's engagement letter with
Pandora). Describe any
         applicable state-law authority regarding the availability of such a
potential defense. In the
         absence of applicable state-law authority, disclose that the
availability of such a defense
 James E. Meyer
FirstName Holdings Inc. E. Meyer
Sirius XM LastNameJames
Comapany 21, 2018
November NameSirius XM Holdings Inc.
November 21, 2018 Page 3
Page 3
FirstName LastName
         will be resolved by a court of competent jurisdiction. Also disclose
that resolution of the
         question of the availability of such a defense will have no effect on
the rights and
         responsibilities of the board of directors under applicable state law.
Further disclose that
         the availability of such a state-law defense to LionTree would have no
effect on the rights
         and responsibilities of either LionTree or the board of directors
under the federal securities
         laws. Refer to
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm.
Unaudited Pro Forma Condensed Combined Consolidated Financial Information, page
112

8.       Please update to provide a pro forma balance sheet and income
statement as of the most
         recent interim period. Please refer to Rule 11-02(c) of Regulation
S-X.
Note 2 - Estimated Consideration and Pro Forma Purchase Price Allocation, page
117

9.       We note your disclosures on page 1 and elsewhere throughout the filing
that the Pandora
         preferred stock will be cancelled for no consideration. Please revise
to explain why you
         included the liquidation value of the Pandora preferred stock in your
calculation of total
         estimated consideration.
Note 3 - Pro Forma Adjustments, page 119

10.      Please provide a quantified breakdown of Pandora's property and
equipment by asset
         class, indicating the historic carrying value, fair value, and
adjustment amount.
11.      We note that adjustment 3(a) reflects a $40 million reduction to
property and equipment,
         net. Please disclose why the historic net carrying value of Pandora's
property and
         equipment exceeds your estimate of fair value. Also, explain to us why
it is not necessary
         for Pandora to record an asset impairment charge in its results of
operations. In this
         regard, tell us when Pandora last assessed the fair value of these
assets, the results of this
         assessment, and the methodology used.
12.      It appears that adjustment 3(a) has removed depreciation and
amortization expense out of
         cost of services and into a separate line item. If true, please revise
the title of the cost of
         services line item on your pro forma statements of comprehensive
income to clearly
         indicate that fact.
13.      Please revise your discussion of adjustment 3(f) to more clearly
identify the nature and
         amount of items being reclassified.
14.      We note that your adjustment 3(h) to income taxes was calculated using
your effective tax
         rate rather than the statutory tax rate. Please refer to Instruction 7
to 11-02(b) of
         Regulation S-X and revise, or advise us.
15.      Please revise to clarify the nature, amount, and purpose of adjustment
3(j).
 James E. Meyer
Sirius XM Holdings Inc.
November 21, 2018
Page 4

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 or
Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Joshua
Shainess,
Attorney-Adviser, at (202) 551-7951 or Larry Spirgel, Assistant Director, at
(202) 551-3810 with
any other questions.



FirstName LastNameJames E. Meyer                           Sincerely,
Comapany NameSirius XM Holdings Inc.
                                                           Division of
Corporation Finance
November 21, 2018 Page 4                                   Office of
Telecommunications
FirstName LastName