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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 3*
Name of Issuer: CD Radio Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 125127100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Stott, c/o Everest Capital Limited,
The Bank of Butterfield Building,
65 Front Street, 6th Floor, Hamilton HM JX, Bermuda
(Date of Event which Requires Filing of this Statement)
August 18, 1998
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 125127100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
4,587,478 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 2,847,478 shares of Common Stock).
9. Sole Dispositive Power:
10. Shared Dispositive Power:
4,587,478 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 2,847,478 shares of Common Stock).
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,587,478 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 2,847,478 shares of Common Stock).
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
20.7%
14. Type of Reporting Person
CO
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CUSIP No. 125127100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Everest Capital Master Fund, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
4,587,478 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 2,847,478 shares of Common Stock).
9. Sole Dispositive Power:
10. Shared Dispositive Power:
4,587,478 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 2,847,478 shares of Common Stock).
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,587,478 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 2,847,478 shares of Common Stock).
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
20.7%
14. Type of Reporting Person
PN
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The purpose of this Amendment No. 3 is to report a material
change in the deemed beneficial ownership of Everest Capital
Limited and Everest Capital Master Fund, L.P. in the common stock
(the "Common Stock") of CD Radio Inc. (the "Issuer").
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is the Common Stock. The deemed
beneficial ownership of Everest Capital Limited and
Everest Capital Master Fund, L.P. (the "Reporting
Persons") of Common Stock exists by virtue of ownership
of 512,546 shares of 10 1/2% Series C Convertible
Preferred Stock (the "Preferred Shares") of the Issuer
and 1,740,000 warrants (the "Warrants") exercisable into
one share of Common Stock each.
The name and address of the principal executive and
business office of the Issuer is:
CD Radio Inc.
1001 22nd Street N.W.
6th Floor
Washington, D.C. 20037
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item. 4 Purpose of Transactions.
No change.
Item 5. Interest in Securities of Issuer.
(a) As of the date hereof, the Reporting Persons
collectively hold 512,546 Preferred Shares
convertible into 2,847,478 shares of Common Stock.
The Preferred Shares are convertible into Common
Stock pursuant to the terms disclosed in the
Registration Statement. As of June 16, 1998, the
Reporting Persons' conversion privileges were no
longer limited by the provisions set forth in an
agreement (the "Standstill Agreement") entered into
between the Reporting Persons and the Issuer as of
June 15, 1997, as described in Exhibit 99.1 to the
Issuer's Current Report on Form 8-K (the "8-K
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Exhibit"), filed with the Commission on July 8,
1997, Commission File Number 0-24710. Under the
Standstill Agreement, the Reporting Persons could
not acquire Common Stock by any means, including
the conversion of the Preferred Shares, if the
acquisition would result in the Reporting Persons'
having or sharing voting or investment power with
respect to ten percent or more of the outstanding
class of Common Stock. As of the date hereof, the
Reporting Persons collectively hold 1,740,000
Warrants exercisable for one share of Common Stock
each.
The Reporting Persons are deemed to beneficially
own 4,587,478 shares of Common Stock by virtue of
the conversion of the Preferred Shares and the
exercise of the Warrants. Based on the Issuer's
most recent Form 10-Q, as of August 11, 1998,
17,619,456 shares of Common Stock are outstanding.
Thus, the Reporting Persons are deemed to
beneficially own 20.7% of the Common Stock.
All transactions effected by the Reporting Persons
in the Common Stock of the Issuer in the 60 days
prior to August 18, 1998 were effected in open
market transactions and are set forth on Exhibit B
hereto.
(b) No change.
(c) See Item 5(a).
(d) No change.
(e) No change.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement.
Exhibit B: Schedule of Transactions
Other Exhibits: (i) The 8-K Exhibit, as amended from
time to time by the Issuer, is
incorporated herein by reference.
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(ii) Warrant Agreement, is incorporated
herein by reference.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
August 31, 1998
_______________
Date
Everest Capital Limited
/s/ Malcolm Stott
_________________
By: Malcolm Stott
Title: Chief Financial Officer
Everest Capital Master Fund, L.P.
By: Everest Capital Limited, General Partner
/s/ Malcolm Stott
_________________
By: Malcolm Stott
Title: Chief Financial Officer
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Exhibit A
_________
AGREEMENT
_________
The undersigned agree that this Amendment No. 2 to
Schedule 13D dated August 31, 1998 relating to the Common Stock
of CD Radio Inc. shall be filed on behalf of the undersigned.
EVEREST CAPITAL LIMITED
/s/ Malcolm Stott
_________________
By: Malcolm Stott
Title: Chief Financial Officer
EVEREST CAPITAL MASTER FUND, L.P.
By: Everest Capital Limited, General
Partner
/s/ Malcolm Stott
_________________
By: Malcolm Stott
Title: Chief Financial Officer
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EXHIBIT B
_________
SCHEDULE OF TRANSACTIONS
Price Per Preferred
Preferred Share (Excluding
Date Shares Acquired Commission)
____ or (sold) _____________
8/14/98 (3,500) $149.25
8/17/98 (6,000) 143.64
8/18/98 (15,500) 150.46
8/19/98 (4,500) 150.37
8/25/98 (27,000) 133.33
8/26/98 (5,000) 123.60
8/27/98 (5,000) 113.80
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00119001.DO8
