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                              February 20, 2024

       Renee Wilm
       Chief Legal Officer
       Liberty Sirius XM Holdings Inc.
       12300 Liberty Boulevard
       Englewood, Colorado 80112

                                                        Re: Liberty Sirius XM
Holdings Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed January 29,
2024
                                                            File No. 333-276758

       Dear Renee Wilm:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Registration Statement on Form S-4

       Questions and Answers
       What stockholder vote is required to approve each of the proposals?,
page 16

   1.                                                   We note your disclosure
that the Company was informed that 50.3% of the aggregate
                                                        voting power held by
the executive officers and directors intend to vote "FOR" the
                                                        transaction. Please
revise to clarify whether the officers and directors entered into an
                                                        agreement to vote their
shares for the transaction and if they vote as they indicated, no
                                                        additional votes will
be required to be cast by existing shareholders, and the transaction
                                                        will be approved
regardless how public shareholders vote.
 Renee Wilm
FirstName  LastNameRenee    Wilm
Liberty Sirius XM Holdings Inc.
Comapany20,
February    NameLiberty
              2024      Sirius XM Holdings Inc.
February
Page 2 20, 2024 Page 2
FirstName LastName
Condensed Pro Forma Consolidated Financial Statements, page F-94

2.       We note that the assets, liabilities, and operations of Liberty Sirius
XM Holdings are
         greater than the remaining assets, liabilities and operations of
Liberty Media following the
         split-off. Please provide a detailed analysis using the guidance in
ASC 505-60-25-8
         regarding your determination of the accounting spinnor and spinnee for
the split-off.
3.       Please revise to provide transaction accounting adjustments pursuant
to Rule 11-
         02(a)(6)(i) of Regulation S-X, such as compensation expense for the
accelerated vesting
         of stock incentives described on page 128 and any other items pursuant
to Rule 11-
         01(a)(8), such as any additional debt and related interest and any
other debt costs for debt
         transferred to New Sirius that was not previously included in Liberty
Media's Sirius XM
         Holdings operating segment.
4.       We also note on page 129 that shares of New Sirius Common Stock
underlying the New
         Sirius option awards may not be able to be registered on a Form S-8
and will be settled in
         cash upon exercise. Please provide disclosure of this term in the
notes to the pro forma
         financial information. If cash settlement for shares underlying the
awards is probable
         because the underlying shares are not registered, please provide a pro
forma adjustment
         for the cash settlement. If cash settlement is not probable, please
disclose an estimate of
         the cash required under this term if no shares underlying awards are
registered.
5.       We note on page 33 that the public shareholders share of ownership
will increase from
         17% prior to 19% after the spit-off and that the vesting of stock
incentives will also be
         accelerated. Please provide an analysis of the impact of these terms
on your evaluation of
         the accounting treatment afforded to the split-off under ASC
845-10-30-13.
6.       We note that New Sirius XM will assume $575 million in convertible
senior notes, $586
         million in exchangeable senior debentures and an approx. $775 million
margin loan. We
         also note that New Sirius XM will repay the margin loan in connection
with closing,
         which will trigger a post-closing put right of the exchange notes and
the exchangeable
         notes might be refinanced by Liberty before closing. Please provide
disclosure of any
         related put rights and refinancing transactions related to the
split-off that are probable at
         this time.
 Renee Wilm
FirstName  LastNameRenee    Wilm
Liberty Sirius XM Holdings Inc.
Comapany20,
February    NameLiberty
              2024      Sirius XM Holdings Inc.
February
Page 3 20, 2024 Page 3
FirstName LastName
        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.

       Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-3334 with
any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Brophy Christensen