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): May 7, 2002



                     Martha Stewart Living Omnimedia, Inc.
             (Exact name of Registrant as specified in its charter)


                        COMMISSION FILE NUMBER 001-15395



Delaware                                       52-2187059
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation)


11 West 42nd Street                             10036
New York, NY                                    (Zip Code)
(Address of principal executive offices)



       Registrant's Telephone Number, Including Area Code: (212) 827-8000



Item 4. Changes in Registrant's Certifying Accountant.

On May 7, 2002, Martha Stewart Living Omnimedia, Inc. (the "Company") dismissed
its independent auditors, Arthur Andersen LLP ("Arthur Andersen") and engaged
the services of Ernst & Young LLP ("Ernst & Young") as its new independent
auditors for its fiscal year ending December 31, 2002. The Company's Audit
Committee of the Board of Directors authorized the dismissal of Arthur Andersen
and the engagement of Ernst & Young.

Arthur Andersen's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

During the years ended December 31, 2001 and 2000, and the subsequent interim
period through the date hereof, there were no disagreements with Arthur Andersen
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which disagreement, if not resolved
to Arthur Andersen's satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its report on the
Company's consolidated financial statements for such years; and there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached, as Exhibit 16.1, is a copy of Arthur Andersen's letter, dated May 7,
2002, stating its agreement with such statements.

During the two most recent fiscal years ended December 31, 2001 and 2000 and the
subsequent interim period through May 7, 2002, the Company did not consult with
Ernst and Young regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         ( c ) Exhibits.


                Exhibit
                Number                Description
                ------                -----------
                16.1            Letter from Arthur Andersen LLP regarding change
                                in independent auditor



                                   SIGNATURES

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


Date May 7, 2002                          Martha Stewart Living Omnimedia, Inc.

                                          By:     /s/ James Follo
                                             ------------------------
                                                 James Follo
                                                 Executive Vice President, Chief
                                                 Financial Officer

                                 EXHIBIT INDEX

        Exhibit
        Number                                Description
        -------                               -----------
          16.1                Letter from Arthur Andersen LLP regarding change
                              in independent auditor

EX-16.1

                                  EXHIBIT 16.1


May 7, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549

Dear Sir/Madam:

We have read the first, second, third and fourth paragraphs of Item 4 included
in the Form 8-K dated May 7, 2002 of Martha Stewart Living Omnimedia, Inc. to be
filed with the Securities and Exchange Commission and are in agreement with the
statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP
- ---------------------------
ARTHUR ANDERSEN LLP





Copy to:        Mr. James Follo, Martha Stewart Living Omnimedia, Inc.