8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 Current Report

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

Date of Report: June 17, 2005
Date of Earliest Event Reported: June 15, 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 No.)

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

                                 (212) 827-8000
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


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 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

     The information set forth below in the second paragraph under Item 7.01 is
incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

     Martha Stewart Living Omnimedia, Inc. (the "Company") announced that at a
meeting of its Board of Directors (the "Board") on June 15, 2005, Charles A.
Koppelman was elected to serve as Chairman of the Board and Thomas C. Siekman
was designated as Lead Independent Director. Previously, Mr. Koppelman served as
Vice Chairman of the Board and Mr. Siekman served as Chairman of the Board.

     Mr. Koppelman will receive an annual retainer of $40,000 for his service as
a director and an annual fee of $35,000 for his service as Chairman of the
Board. In addition, Mr. Koppelman was granted 25,000 shares of the Company's
Class A Common Stock for agreeing to serve as Chairman of the Board. If Mr.
Koppelman continues his service as Chairman of the Board, he will receive an
additional 25,000 shares of restricted Class A Common Stock in each of the next
two years, which restricted shares will have a one-year vesting period. The
Board also authorized the Compensation Committee to negotiate a new agreement
with Mr. Koppelman that will expand the services he provides the Company from
those provided for under his existing consulting arrangement which provides for
an annual consulting fee of $450,000, among other conditions, and extend the
term of such arrangement.

     The Company issued a press release relating to these matters, dated June
17, 2005, the full text of which is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(c)     Exhibit       Description
        -------       -----------
          99.1        Martha Stewart Living Omnimedia, Inc. Press Release, dated
                      June 17, 2005.


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                                    SIGNATURE

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.

                                      MARTHA STEWART LIVING OMNIMEDIA, INC.

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

                               Date: June 17, 2005


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EX-99.1

                                                                    Exhibit 99.1

                 MARTHA STEWART LIVING OMNIMEDIA, INC. BOARD OF
                   DIRECTORS NAMES CHARLES KOPPELMAN CHAIRMAN

                     Thomas Siekman Appointed Lead Director

New York, New York, June 17, 2005 -- Martha Stewart Living Omnimedia, Inc.
(NYSE: MSO) today announced that Charles Koppelman, Vice Chairman and consultant
to MSLO, has been named Chairman of the Board, succeeding Thomas C. Siekman, who
has been named Lead Director.

"MSLO is a remarkably vital company with abundant opportunities for the future,
and I am honored to serve as Chairman," stated Mr. Koppelman. "Susan Lyne is an
incredibly talented business executive with a clear vision for MSLO. I am eager
to continue our productive and collaborative working relationship, and to help
Martha Stewart and MSLO's management team grow the business and create long-term
shareholder value."

Mr. Koppelman added: "We all thank Tom for his contributions to MSLO during this
period. His expertise and wise perspective have been highly beneficial to the
Board and the company. I look forward to working with him in his new position as
Lead Director."

Stated Susan Lyne, MSLO President, Chief Executive Officer and a Director: "In
his capacity as a consultant to MSLO and Vice Chairman of the Board, Charles has
developed a keen understanding of the company and its businesses. I am
delighted that he has agreed to serve as Chairman, and look forward to working
with him even more closely. Charles has already made significant contributions
to our business development and strategic planning. I know that his experience
and good counsel will help drive our momentum going forward."

Ms. Lyne continued, "I want to add my thanks to Tom, who gave up many weeks at
home to offer valuable guidance and support during a critical year for the
company."

Stated Martha Stewart: "As Founder of this company, I have been greatly
impressed with Charles' extensive background and expertise in branding,
licensing, and corporate positioning. His work these past months with Susan Lyne
has given the company a broader, renewed focus on business development and
strategic issues. This has lifted morale for all of us who care about MSLO. I am
pleased he has been selected to chair our board. Charles will take over a
position that has been well managed by Tom. Everyone at MSLO is grateful to both
for their service."

Mr. Koppelman will continue to serve as a consultant to MSLO, addressing
strategic business opportunities. As Lead Director, Mr. Siekman will preside
over all meetings of the independent directors of the Board.

In addition to his on-going role at MSLO, Mr. Koppelman serves as Chairman and
Chief Executive Officer of CAK Entertainment Co., a music and entertainment
business. From 1990 to


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1994, he served first as Chairman and Chief Executive Officer of EMI Music
Publishing and then from 1994 to 1997 as Chairman and Chief Executive Officer of
EMI Records Group, North America. Mr. Koppelman was also a former director of
Steve Madden Ltd., and served as Chairman of the Board of that company from 2000
to May 2004.

The make-up of MSLO's board remains the same. Existing board member Michael
Goldstein, former CEO and Chairman of the Board of Toys "R" Us, Inc, will lead
MSLO's Compensation committee. Bradley E. Singer, Chief Financial Officer and
Treasurer of American Tower Corporation, remains head of MSLO's Audit committee,
while Mr. Siekman, formerly Of Counsel to Skadden, Arps, Slate, Meagher & Flom
LLP and former Senior Vice President and General Counsel of Compaq Computer
Corporation, remains head of the Governance and Nominating committee. MSLO's
other board members are Rick Boyko, Managing Director of the Virginia
Commonwealth University Adcenter and former Co-President and Chief Creative
Officer of Ogilvy & Mather, and Wenda Harris Millard, Chief Sales Officer of
Yahoo! Inc.

MSLO has recently announced a number of important strategic business
transactions and executive management hires. In April, MSLO teamed with SIRIUS
Satellite Radio in an exclusive four-year agreement to create and launch a
Martha Stewart-branded satellite radio channel. The channel, the first of its
kind, will provide original programming specifically designed for women
listeners and their families, 24-hours-a-day, seven days-a-week. In the same
month, MSLO announced an exclusive multi-year agreement with Warner Home Video,
Inc. to create a new line of home video releases based on MSLO's extensive
television programming library due to launch by fourth quarter 2005. In April,
MSLO named Cyndi Stivers, formerly president and editorial director of Time Out
New York, an Executive Vice President focusing on new business development; she
is currently spear-heading the Sirius radio launch. Last month, MSLO named
former President and Chief Operating Officer of Kate Spade, Inc., Robin Marino,
to oversee the company's merchandising business segment, managing the company's
current merchandising programs and developing new opportunities in the lifestyle
category.

Martha Stewart Living Omnimedia, Inc. (MSLO) is a leading provider of original
"how-to" information, inspiring and engaging consumers with unique lifestyle
content and high-quality products. MSLO is organized into four business
segments: Publishing, Television, Merchandising, and Internet/Direct Commerce.
Martha Stewart Living Omnimedia, Inc. is listed on the New York Stock Exchange
under the ticker symbol MSO.

We have included in this press release certain "forward-looking statements," as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are not historical facts but instead represent
only our current beliefs regarding future events, many of which, by their
nature, are inherently uncertain and outside of our control. These statements
can be identified by terminology such as "may," "will," "should," "could",
"expects," "intends," "plans," "anticipates," "believes," "estimates,"
"potential" or "continue" or the negative of these terms or other comparable
terminology. The Company's actual results may differ materially from those
projected in these statements, and factors that could cause such differences
include: adverse reactions to publicity relating to Martha Stewart by consumers,
advertisers and business partners; an adverse resolution to the pending SEC
enforcement proceeding against Ms. Stewart arising from her personal sale of
non-Company stock; adverse resolution of some or all of the Company's ongoing
litigation; downturns in national and/or local economies; shifts in our business
strategies; a loss of the services of Ms. Stewart; a loss of the services of
other key personnel; a softening of the domestic advertising market; changes in
consumer reading, purchasing and/or television viewing patterns; unanticipated
increases in paper, postage or printing costs; operational or financial problems
at any of our contractual business partners; the receptivity of consumers to our
new product introductions; and changes in


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government regulations affecting the Company's industries. Certain of these and
other factors are discussed in more detail in the Company's filings with the
Securities and Exchange Commission, especially under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations", which
may be accessed through the SEC's World Wide Web site at http://www.sec.gov. The
Company is under no obligation to update any forward-looking statements after
the date of this release.


CONTACT:
Investors: Howard Hochhauser, VP Finance and Investor Relations of Martha
Stewart Living Omnimedia, Inc., +1-212-827-8530

Media: Elizabeth Estroff, AVP, Corporate Communications of Martha Stewart Living
Omnimedia, Inc., 212-827-8281.


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