8-K

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                       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: FEBRUARY 25, 2005
DATE OF EARLIEST EVENT REPORTED: FEBRUARY 23, 2005

                      MARTHA STEWART LIVING OMNIMEDIA, INC.
             (Exact name of registrant as specified in its charter)

                                                               
           DELAWARE                          001-15395                     52-2187059
(State or other jurisdiction of       (Commission File Number)          (I.R.S. Employer
 incorporation or organization)                                      Identification Number)



                               11 WEST 42ND STREET
                               NEW YORK, NY 10036
                    (Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (212) 827-8000


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

         The following transcript of Martha Stewart Living Omnimedia, Inc.'s
February 23, 2005 earnings conference call is included as an exhibit to this
report.


Item 9.01.  Financial Statements and Exhibits.

            Exhibit     Description
            -------     -----------
              99.1      Martha Stewart Living Omnimedia, Inc. Transcript of
                        February 23, 2005 Earnings Conference Call.


                                   SIGNATURES


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



         Dated: February 25, 2005


                                          MARTHA STEWART LIVING OMNIMEDIA, INC.


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


                                INDEX OF EXHIBITS

Exhibit No.                          Description
- -----------                          -----------
  99.1           Martha Stewart Living Omnimedia, Inc. - Transcript of
                 February 23, 2005 Earnings Conference Call

EX-99.1

                                                                    EXHIBIT 99.1

TRANSCRIPT OF FOURTH QUARTER 2004 EARNINGS CONFERENCE CALL


CORPORATE PARTICIPANTS

 HOWARD HOCHHAUSER
 Martha Stewart Living Omnimedia - VP-Finance & Investor Relations

 SUSAN LYNE
 Martha Stewart Living Omnimedia - President, CEO, Director

 JIM FOLLO
 Martha Stewart Living Omnimedia - Chief Financial & Admin. Officer; Exec. VP


CONFERENCE CALL PARTICIPANTS

 DOUGLAS ARTHUR
 Morgan Stanley - Analyst

 MICHAEL MELTZ
 Bear Stearns - Analyst


                                       1

PRESENTATION

OPERATOR

 Good morning. And welcome to the Martha Stewart Living Omnimedia fourth quarter
2004 earnings conference call and webcast. All participants will be in a
listen-only mode until the question and answer session of the call. At the
request of Martha Stewart Living Omnimedia, this call is being recorded. Anyone
with objections should disconnect at this time. At this time, it is my pleasure
to introduce Howard Hochhauser, VP Finance and Investor Relations, Martha
Stewart Living Omnimedia. Sir, you may begin when ready.

HOWARD HOCHHAUSER - MARTHA STEWART LIVING OMNIMEDIA - VP-FINANCE & INVESTOR
                    RELATIONS

 Thank you. Good afternoon and thank you for attending Martha Stewart Living
Omnimedia's fourth quarter earnings teleconference and webcast. Also with me
today is Susan Lyne, our President and Chief Executive Officer and Jim Follo,
Chief Financial and Administrative Officer. Susan will open today with a
strategic overview of the company and Jim will conclude with a financial review
of the fourth quarter and discuss the outlook for the first quarter of 2005.

Before turning the conference over to Susan, I'd like to remind everyone that
our discussion today may include forward-looking statements, which can generally
be identified by the use of terminology such as "will" and "expect." Our actual
results may differ materially from those projected in the statements, and
factors that could cause such differences are discussed in our filings with the
Securities and Exchange Commission, particularly in the management discussion
and analysis sections of our periodic filings and in our earnings release issued
this morning. An archived version of this teleconference and webcast will be
available on the Company's website at marthastewart.com, through March 9, 2005.

And finally, this morning's press release reflects the requirements of Reg-G and
other rules reflecting the use and disclosure of non-GAAP financial measures.
During this call, we will discuss the measure "operating income or loss before
depreciation and amortization." Additional information relating the measure
"operating income before depreciation and amortization" is contained in our
press release issued this morning, which is accessible on our website,
marthastewart.com, under the heading "Investor Relations." With that completed,
I would now like to turn the call over to Susan Lyne. Susan?


SUSAN LYNE - MARTHA STEWART LIVING OMNIMEDIA - PRESIDENT, CEO, DIRECTOR

 Thank you, Howard. Good morning. I want to thank you for joining our call -- my
first as President and CEO of Martha Stewart. This week, the Annual Garden Issue
of Martha Stewart Living arrives on newsstands. It marks the 10th anniversary of
this particular edition, a milestone in itself; but it's also a special issue
because it heralds the return of our founder early next month. Margaret Roach's
Editor's Letter perfectly captures the feelings of everyone here as we look
forward to Martha's homecoming; and she's coming home.

When I started preparing for this call, I realized that this week marks my 100th
day in this job; and since it's also the first time I've spoken with most of
you, I thought I'd talk briefly about what drew me to MSO and what I've learned
in these first few months. As most of you know, I joined MSO's board in June,
soon after leaving ABC. Over the summer, I looked at a number of companies; most
as an academic exercise, to better understand why the good ones worked, and
several with a eye to joining them. What struck me is how few of those companies
measured up to MSO in the two areas that seemed critical for long-term success:
Brand awareness and brand equity; and true, tangible assets. In these difficult
last few years, your focus naturally shifted to the challenges facing MSO, and I
don't for a minute underestimate them. But with Martha's return to the Company
and our capacity to plan no longer clouded, I want to share what I see.

I'm sure most of you have -- have talked to people at one time or another about
the Martha Stewart brand, and you've probably heard many of the same words I
have: Smart, timeless, tasteful, high-quality, creative. But the brand actually
has a unique set of underlying values that have created enormous consumer
loyalty, and that allow us to maintain brand consistency across a surprisingly
diverse range of products and media. They are: A focus on creative solutions to
common problems, design capabilities that anticipate need, a distinctive
aesthetic, a commitment to quality and value; and maybe most importantly, the
brand celebrates the effort to do something special for family and friends, or
to mark an occasion, a life passage or even to gain individual mastery over a
whole new skill.


                                       2

That sensibility permeates every page of the magazines, inspires countless
television segments and informs much of our product design. In a world that
feels increasingly rushed and a little less secure, it has created emotional
bonds with our customers that all the ad campaigns in the world can't buy. It's
also something about which this company is profoundly proud. It has given us
tremendous brand equity; and I will tell you today that we are going to use it
to grow our business, to grow our primary brand and new -- new compatible
brands.

The Company's plan from the day it went public was to use the Martha Stewart
brand to incubate and launch new ones, and that's precisely what drove the
development of Everyday Food and the purchase of Body & Soul. I know there was a
lot of reading between the lines when those announcements were made, assumptions
that the Company was backing away from the brand. But the Martha Stewart brand
has always been and remains our greatest asset. On to the second part of the
equation -- assets. MSO has the richest, most comprehensive how-to libraries out
there. Over 1500 hours of digitized video segments in every area of expertise,
from planning a wedding or building book cases, right down to arranging flowers
and baking zucchini bread.

I won't go into detail on the print and design libraries; but suffice it to say,
they are unique and abundant. My time at Disney taught me the value of this kind
of Evergreen content. Distribution channels change, new platforms emerge, but
great content always in demand. Our libraries are unencumbered and they are
wholly-owned by the Company. We're going to continue developing our own content,
and we're going to explore every opportunity to deliver it through new channels,
new platforms and to a broader audience. We look to our employees to help us
accomplish this, with new ideas and fresh voices.

I said I would touch on what I've learned since I arrived at MSO, and my
greatest discovery has been the breadth and depth of talent at this company. For
this, I thank Martha and Sharon Patrick, who built an extraordinary team here
and managed to keep them through a tough and demoralizing few years. Great
editors, art directors, stylists, core experts, product designers, product
managers, business associates, production and IT managers -- they're the ones
who taught me what the brand stands for, and they are in many ways the Company's
greatest single asset. It's their talent and creativity that gives me and the
management team confidence going forward.

While I see the tremendous opportunity in front of us, I am realistic about
where we are today and optimistic about the future. Advertising is, of course,
the first question. Let's begin with some context. Readership for Martha Stewart
Living remains extremely loyal. Both reader satisfaction and renewal intent
among subscribers are currently at the highest levels we've seen in the past two
years. Our recent direct mail campaigns have been extremely successful,
achieving net response rates comparable to historic peaks of four years ago. Our
rate base is a healthy $1.8 million, and we continue to deliver bonus
circulation.

Partly because of the strong circulation and readership statistics; and more
importantly, because of Martha's unencumbered return to the Company, Martha
Stewart Living will see positive page growth and revenue growth in the second
quarter. I recognize that the '04 comparisons are relatively low, but this is
the first positive growth in nine quarters for the magazine. In addition to
Martha Stewart Living, Everyday Foods' circulation has also continued to trend
positively. Like Living, it has outperformed industry metrics; and in fact, this
week, was listed by Ad Age as having the second largest circulation increase
among the top 200 magazines.

With our January 2005 issue, the rate base is now 800,000. That is up from the
initial 500,000 in September 2003, and we plan another increase to 850,000 in
July. Our recent media campaign, which targets both consumers and media buyers,
has supported this growth. Merchandise will be another key component in our
recovery. Our Martha Stewart Everyday Home Decor category was particularly
strong in the fourth quarter, thanks in part to the introduction of new kitchen
and laundry products. Our new five-star bedding program will launch this spring,
and we are launching an entirely new category for K-Mart -- ready-to-assemble
furniture -- in June.

New additions to our successful Martha Stewart Signature furniture line are
rolling out as we speak, and our fourth -- our fourth signature collection will
launch to retailers this June. MSO's television segment will ramp up later this
year, with a new syndicated television program premiering in September. It has
already been sold into 70 percent of the U.S. market. Both affiliates and
advertisers have shown enormous interest in the new program, which will provide
multiple integrated national marketing opportunities. Everyday Foods made its
television debut on PBS in January, and is currently running in 80 percent of
the market, with strong ratings and tremendous feedback. The weekly program is
exposing this still young MSO title to a new and broader audience.

Also on the television front, our brand and our products will receive broad
exposure to new customers, advertisers and business partners through "The
Apprentice: Martha Stewart" on NBC this fall. On a closing to note, we exited
from our online and print catalog business during the fourth quarter of '04,
which will allow us to reduce future losses beyond the significant reductions we
have achieved already. It also allows to us turn our attention to new and -- and
potentially more profitable business prospects. I am confident that our focus on
core strengths and our exploration of new opportunities is the right path for
the future; and our strong balance sheet entering 2005 will provide the
financial flexibility to manage for the long-term.


                                       3

I don't want to leave you with the impression that there is not significant work
to be done that will take time and investment. But we will act only when we
fully assess the opportunities and identify the arenas and partnerships that can
deliver sustained growth. With that, allow me to turn the call back to Jim Follo
for a discussion of the fourth quarter results.

JIM FOLLO - MARTHA STEWART LIVING OMNIMEDIA - CHIEF FINANCIAL & ADMIN. OFFICER;
            EXEC. VP

 Thank you, Susan. Let's begin by reviewing the highlights of our fourth quarter
performance on a consolidated and segment by segment basis, before concluding
with an outlook for the first quarter of 2005. Overall company revenues for the
fourth quarter of 2004 were $60.2 million compared to $70.9 million in the
fourth quarter of 2003. Loss from operations for the quarter was $9.5 million,
compared to $2.3 million income in the prior year's quarter.

Loss from operations before depreciation and amortization and amortization of
non-cash stock compensation in the quarter was $1.8 million, compared to income
of $7 million in the prior year's quarter. And net loss for the 2004 quarter was
$7.3 million, or $0.15 per share, compared to income of $2.4 million or $0.05
per share for the 2003 quarter. We continue to maintain our strong financial
position, as evidenced by our cash and short-term investment balance of
approximately $140 million at December 31, and we continue to be debt-free. Our
full-time employee head count at December 31 was 478, including 27 employees who
joined the Company through the Body & Soul acquisition in August, 2004. That
compares to 558 employees at December 31, 2003.

Our fourth quarter results are substantially better than my previous guidance of
a loss of $0.20 for the following reasons: We recorded royalty revenues of
approximately $1.6 million related to our signature flooring program. We
achieved better-than-expected inventory disposition efforts in our Internet
direct commerce business. We had lower than planned circulation expense in the
publishing segment, and lower corporate overhead due to lower professional fees
and lower compensations than we had forecasted. Going the other direction, there
were certain non-cash compensation charges in the quarter that were not included
in my previous guidance.

Now turning to publishing. The publishing segment revenues for the fourth
quarter were $26.1 million, compared to $33 million in the prior year's quarter.
The quarterly performance reflects results of three issues of Martha Stewart
Living, two issues of Everyday Food, two issues of Weddings and one special
interest publication. In addition, we published two issues of Body & Soul. For a
comparison with the 2003 quarter, we published one less issue in the quarter, as
well as the two additional issues of Body & Soul.

Publishing revenue in the quarter reflects the following: Advertising pages of
Martha Stewart Living decreased approximately, 50 percent in the quarter to 137
pages according to MIN. Advertising rate per page was also lower in the quarter,
primarily a result of the rate base deduction effective with the January 2004
issue to 1.8 million per issue. Circulation revenues from Martha Stewart Living
magazine decreased during the quarter, due principally to the lower rate base in
the period. Actual newsstand sales of Martha Stewart Living Omnimedia declined a
modest 3.5 percent in the second half of 2004. However, our December issue sold
over 500,000 copies, up approximately 15 percent year-over-year.

Revenue from Everyday Food increased approximately 40 percent in the quarter to
$3.4 million, due principally to higher subscription and advertising revenue.
Subscribers to Everyday Food -- more than doubled to 608,000 in the second half
of 2004 from 239,000 in the comparable period one year ago. As our newsstand
buyers convert to subscribers, our newsstand sale has declined, a natural part
of the growth process. And revenues from Body & Soul were approximately $2
million in the quarter. On the cost side, overall expenses in the segment
increased $4.6 million. Excluding the Body & Soul acquisition, costs would have
risen a more modest $1.5 million.

The cost increase was driven by increased marketing expenditures related to
Everyday Food and Martha Stewart Living, partially offset by lower production
and distribution costs from Martha Stewart Living magazine, due to lower pages
per issue. In television, revenues in the quarter were $1.1 million, compared to
$5.9 million in the 2003 quarter. The revenue decrease is due primarily to the
absence of our daily syndicated show, which stopped airing its syndication in
mid-September 2004. The lower revenues also resulted from the expiration of
certain licensing agreements, principally at the end of 2003. Costs in the
segment for the quarter were $2.4 million compared to $6.8 million at the end of
the 2003 quarter, as a result of lower production activity related to the
syndicated program.

As we prepare for our new syndicated show, which will begin airing in September
this year, we are beginning to staff up this -- staff up the segment. For the
merchandising segment, revenues were $23.7 million compared to $22.5 million in
the prior year's quarter. The current quarter reflects royalty revenue from
K-Mart based on actual product sales, as well as revenue resulting from annual
minimum guaranteed revenue provisions in the agreement. The amount recorded in
the fourth quarter of 2004 related to the minimum royalty guarantee was $10.7
million


                                       4

compared to $10.2 million in the fourth quarter of 2004. At year-end, our
receivable from K-Mart was $22.1 million, including actual sales as well as the
minimum guarantees. We expect to receive these amounts at the end of this month.

Overall sales of Martha Stewart Everyday product at K-Mart in a comp store comp
category basis decreased 2.9 percent in the quarter and 5.9 percent for the full
year. However, sales of our product at K-Mart year-to-date 2005 are up 1.1
percent. The quarter also included royalties of $1.6 million related to the
termination of our signature flooring program. Expenses in the segment were
modestly lower, due to lower compensation-related costs. In our Internet direct
commerce segment, revenues in the fourth quarter were $9.3 million compared to
$9.4 million in the prior year's quarter. The results of the quarter reflect our
efforts at liquidating our remaining product inventory, as well as growth in our
floral -- floral -- flowers business.

During the quarter, we mailed our last catalog and sold a substantial amount of
existing inventory. As a result of efficient sales of our products, we did not
take any significant charges related to the wind-down of the commerce
operations. Going forward, the segment will focus -- will focus on delivering
content driving magazine orders in and growing our direct-to-consumer floral
business. We expect losses in the segment in 2005 to further decline as we
continue to reduce our cost structure, principally in technology, employment and
occupancy costs. We will continue our focus on improving financial performance
of the segment by focusing on growing advertising revenue in our profitable
flowers business.

Corporate overhead was $15.5 million in the fourth quarter of 2004 compared to
$12.3 million in the fourth quarter of 2003. Corporate overhead before
depreciation, amortization and non-cash compensation was $8.5 million for the
fourth quarter of 2004, compared to $10.1 million in the fourth quarter of 2003.
This reduction was the result of lower compensation costs and professional fees.
Amortization and non-cash compensation expense was $6 million in the fourth
quarter of 2004 compared to $1.1 million for the fourth quarter of 2003.
Significant components of the increase relate to an option modification of $3.9
million related to our former CEO, and the amortization related to recent
employee grants.

I would now like to wrap up with a discussion of the outlook for the first
quarter of 2005. We are currently forecasting a loss per share of $0.35 on
revenues of approximately $38 million. The key factors contributing to the
quarterly result within each segment is as follows: For publishing, revenues are
expected to be $25 million, while loss before -- operating loss before
depreciation and amortization is expected to be between 6.5 and $7 million.

The quarterly result will reflect the following: Lower advertising revenue for
Martha Stewart Living magazine due to lower pages; lower subscription revenue
from Martha Stewart Living magazine due to lower net revenue per copy, resulting
from the impact of the reduction in basic subscription rate made in early 2004
- -- I'm sorry, 2003; losses resulting from the Body & Soul acquisition; and
improved operating results for Everyday Food and Martha Stewart Kids. Television
revenues are expected to be less than $1 million; and the loss in the quarter is
expected to approximate 1.5 to $2 million.

Merchandising revenues in the quarter are expected to be approximately $10
million, while income from operations will be approximately 6 to $6.5 million.
We expect Internet direct commerce revenues to be approximately $2 million for
the quarter, and operating loss to approximate $1.5 million. Corporate expenses
will approximate 9 million, and amortization of non-cash stock compensation will
approximate -- will be approximately $2 million. This concludes the formal
portion of our presentation. I would now like to turn the call over to the
conference call operator for the question and answer portion of the discussion.


                                       5

QUESTION AND ANSWER

OPERATOR

 Thank you. The floor is now open for questions. If you have a question or a
comment, please press star followed by 1 on your touch-tone telephone at this
time. If at any point your question has been answered, you may remove yourself
from the queue by pressing the pound key. Questions will be taken in the order
they are received. We do ask that while you're posing your question, you please
pick up your handset to ensure proper sound quality. Please hold the line while
I poll for questions. Our first question is coming from Douglas Arthur with
Morgan Stanley.

DOUGLAS ARTHUR - MORGAN STANLEY - ANALYST

 Jim, two questions on Q1. The publishing revenue forecast that you laid out is
actually up from a year ago; yet, on an EBITDA basis, the loss is greater. I
assume that's development of -- and growth of Body & Soul and marketing of
Everyday Food, but I'm wondering if you can just sort of pinpoint where the
higher costs are coming from. That's question number one. And then in terms of
- -- you mentioned in the press release that the TV programming and et cetera
costs for developing the daily syndicated talk show will kick in the second
quarter. How big a layout are we looking at in expenses for the TV group for the
last three quarters of the year? Thanks.

JIM FOLLO - MARTHA STEWART LIVING OMNIMEDIA - CHIEF FINANCIAL & ADMIN. OFFICER;
            EXEC. VP

 The TV question, we will begin hiring and begin some early -- early stage
production of the syndicated show. Some of those costs, by the way, will get
deferred and matched against the revenue, which will begin in September of the
year. We're still not completely finalized with our production plans, so it's a
little premature to get into the -- into those details. We could, over the next
several quarters, be growing say deferred production cost asset of 5, $6
million, but it's way too early to really fully quantify that.

As far as the publishing results, it is true our Body & Soul -- Body & Soul will
contribute on the revenue side approximately $2.5 million, which is obviously
all incremental. Everyday Food, obviously, is also growing well and will
contribute to revenue growth. Martha Stewart Living, as we said in the first
quarter, will experience advertising revenue decline. So principally, the
increase -- or the loss in our publishing segment, year-over-year, will increase
largely by the Body & Soul loss, some with Martha Stewart Living, but
increasing, as I said, in both Baby, Kids and Everyday Food.

DOUGLAS ARTHUR - MORGAN STANLEY - ANALYST

 Okay, thank you.

OPERATOR

 Thank you. Our next question is coming from Michael Meltz with Bear Stearns.

MICHAEL MELTZ - BEAR STEARNS - ANALYST

 Hi. Two questions for you. Can you tell us, Martha Stewart Living the flagship
magazine, can you tell us what percent of total company revenues that was in
2004? And separately, can you tell us just broadly the types of discussions
you've had with K-Mart since the Sears deal was announced? And when do you think
some of your products will reach the Sears stores, if that deal finally closes?
And lastly, Jim, I think you gave overall sales at K-Mart on comp store comp
category. What was just the total -- total sales? Thanks.

SUSAN LYNE - MARTHA STEWART LIVING OMNIMEDIA - PRESIDENT, CEO, DIRECTOR

 Well, I'll take the one that I can answer, which is really the Sears question.
And I think it's -- it's inappropriate for to us comment on conversations with
them, because the merger is not yet closed. What I will say is that -- that we
are -- we are hopeful that -- that merger will actually offer us multiple
opportunities, that it will expand the retail outlets for our Martha Stewart
Everyday brand, and potentially create the opportunity to -- to launch some new
categories. But until the merger is finished, I think it's -- it's not something
we can -- we can really address.


                                       6

JIM FOLLO - MARTHA STEWART LIVING OMNIMEDIA - CHIEF FINANCIAL & ADMIN. OFFICER;
            EXEC. VP

 Michael, on the K-Mart question, overall sales for 2004, reflecting the impact
of store closings, would have been about a negative 13 percent for the full
year. You asked a question about Martha Stewart Living the magazine, and that
represents about a third of our revenues in 2004.

MICHAEL MELTZ - BEAR STEARNS - ANALYST

 That's total company revenues?

JIM FOLLO - MARTHA STEWART LIVING OMNIMEDIA - CHIEF FINANCIAL & ADMIN. OFFICER;
            EXEC. VP

 Yes. Yes. The total company revenues were 187, 32 percent of that coming from
Martha Stewart Living magazine.

MICHAEL MELTZ - BEAR STEARNS - ANALYST

 Okay, and last question, can -- can you just talk a little bit -- you know,
you've had plenty of announcements on the TV side; and I know it's early, but
given the coverage that you have now committed, can you talk about the type of
revenue you may be anticipating for the full year from the TV segment this year?
Thanks.

SUSAN LYNE - MARTHA STEWART LIVING OMNIMEDIA - PRESIDENT, CEO, DIRECTOR

 Can't really do that because, again, you know, this is -- we are -- we are very
early in this process. We are -- are through the majority of sales to affiliates
were sold in 70 percent of the country, and that's most of the major markets.
We've got extremely strong time periods, and I think very good lead-in. And as I
said, there is a great deal of advertiser interest in this program. We will not
begin selling advertising for probably another month. So until we get into the
sales themselves and -- and we see what kind of CPMs we can draw for this, we've
set some aggressive targets. I think it would be -- it would not be right to
give you guidance on that yet.

JIM FOLLO - MARTHA STEWART LIVING OMNIMEDIA - CHIEF FINANCIAL & ADMIN. OFFICER;
            EXEC. VP

 Michael, just so we're clear, the show will have revenues both from advertising
and from license fees. We're very -- we're very comfortable and quite
optimistic, based upon the license fees we've seen, although we don't want to
quantify it. But we are comfortable in saying those license fees are higher than
they were from the prior show, and not an insignificant amount. On the
advertising front, as Susan said, it's going to be driven by ratings and CPM,
with the upfront not until May, and ratings will be what ratings are when we
launch the show. At that time, we'll be able to quantify much better what the
revenue opportunity will be.

MICHAEL MELTZ  - BEAR STEARNS - ANALYST

 Thank you.

OPERATOR

 Thank you. Once again, ladies and gentlemen, to ask a question, you may press
star, then 1, on your touch-tone telephone at this time. Once again, ladies and
gentlemen, that is star, then 1, on your touch-tone telephone at this time.
Ladies and gentlemen, thank you for your participation. This does conclude
today's teleconference. You may disconnect your lines at this time and have a
wonderful day.


                                       7