8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 30, 1999


                                  CD RADIO INC.
                                  -------------
               (Exact Name of Registrant as Specified in Charter)


          Delaware                        0-24710                52-1700207
          --------                        -------                ----------
(State or other Jurisdiction     (Commission File Number)     (I.R.S. Employer
      of Incorporation)                                      Identification No.)


1221 Avenue of the Americas, 36th Fl., New York, NY                 10020
- ---------------------------------------------------                 -----
      (Address of Principal Executive Offices)                    (Zip Code)


       Registrant's telephone number, including area code: (212) 584-5100


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), CD Radio ("us", "we" and
occasionally, the "Company") is hereby providing cautionary statements
identifying important factors that could cause our actual results to differ
materially from those projected in forward-looking statements (as such term is
defined in the Reform Act) made in this Current Report on Form 8-K. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not
always, through the use of words or phrases such as "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "intends,"
"plans," "projection" and "outlook") are not historical facts and may be
forward-looking. Such statements involve estimates, assumptions and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Accordingly, any such statements
are qualified in their entirety by reference to the factors discussed in our
Annual Report on Form 10-K for the year ended December 31, 1998, and investors
should not place undue reliance on any such forward- looking statements. Among
the significant factors that have a direct bearing on our results of operations
are the potential risk of delay in implementing our business plan; increased
costs of construction and launch of necessary satellites; our dependence on
Space Systems/Loral, Inc.; risk of launch failure; unproven market and unproven
applications of existing technology; our dependence on Lucent Technologies,
Inc.; unavailability of receivers and antennas; and our need for additional
financing.

         Management cannot assess the impact of each such factor on our business
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements. Further, any forward- looking statement speaks only as of the date
on which such statement is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all of such factors.

Item 5.  Other Events.

         On April 29, 1999, we announced that we launched an offering of $200
million of securities, in the form of units consisting of Senior Secured Notes
due 2009 with attached warrants to purchase shares of our Common Stock. A
portion of the proceeds will be pledged to pay the first three years of interest
on the Senior Secured Notes, with the balance used for the construction and
launch of CD Radio's satellites and other general corporate purposes. A copy of
our press release issued on April 29, 1999 is attached as Exhibit 99.1 to this
Current Report and incorporated herein by reference.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                  CD RADIO INC.


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

Dated: April 30, 1999


                                  EXHIBIT INDEX


Exhibit                    Description of Exhibit
- -------                    ----------------------
 99.1                      Press release, dated April 29, 1999.

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

                       CD Radio $200 Million Debt Offering

         New York, N.Y. - April 29, 1999 - CD Radio Inc. (Nasdaq: CDRD) today
announced that it launched an offering of $200 million of securities, in the
form of units consisting of Senior Secured Notes due 2009 with attached warrants
to purchase shares of CD Radio's Common Stock. A portion of the proceeds will be
pledged to pay the first three years of interest on the Senior Secured Notes,
with the balance used for the construction and launch of CD Radio's satellites
and other general corporate purposes.

         The units are being offered by the initial purchasers solely to certain
qualified institutional buyers pursuant to Rule 144A, have not been registered
under the Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from registration under
the Securities Act.

         CD Radio is building a digital satellite radio system for the broadcast
of 100 channels of music and other programming to motorists throughout the
United States. Scheduled to commence commercial operations at the end of the
fourth quarter of 2000, CD Radio plans to broadcast 50 channels of
commercial-free music and 50 channels of news, sports and entertainment
programming for a total monthly subscription fee of $9.95.

         CD Radio's programming will originate at its National Broadcast Studio
in New York City and be uplinked to the Company's three satellites. These
satellites are currently under construction at Space Systems/Loral and are
scheduled for launch beginning in January.

Any statements that express, or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions, future events or performance are not
historical facts and may be forward-looking and, accordingly, such statements
involve estimates, assumptions and uncertainties which could cause actual
results to differ materially from those expressed in the forward-looking
statements. Accordingly, any such statements are qualified in their entirety by
reference to the factors discussed in CD Radio's Annual Report on Form 10-K for
the year ended December 31, 1998. Among the key factors that have a direct
bearing on CD Radio's results of operations are the potential risk of delay in
implementing CD Radio's business plan; increased costs of construction and
launch of necessary satellites; dependence on satellite construction and launch
contractors; dependence on Space Systems/Loral, Inc. and Lucent Technologies,
Inc.; risk of launch failure; unproven market and unproven applications of
existing technology; unavailability of CD Radio receivers; and CD Radio's need
for substantial additional financing.

For Further Information:
Madeline Couton, CD Radio, 212-584-5100

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