8-K

UNITED STATES
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 17, 2006

Date of earliest event reported: February 16, 2006

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	005-15395	52-2187059
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 WEST 42ND STREET NEW YORK, NY	10036
(Address of Principal Executive Offices)	(Zip Code)

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

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:

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

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

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

o Pre-commencement communications pursuant to Rule 13e“4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02(d). Election of Director.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
	INDEX OF EXHIBITS
EX-99.1: PRESS RELEASE

Item 5.02(d). Election of Director.

On February 16, 2006, the Board of Directors announced the appointment of Jill A. Greenthal as a member of the Registrant’s Board of Directors. Ms. Greenthal will serve as a director until the next annual meeting of stockholders or until her successor is elected or qualified, or if earlier, until her death, resignation or removal. Ms. Greenthal is not a director of any other reporting company.

Ms. Greenthal will receive compensation as an outside director pursuant to the Registrant’s standard outside director compensation plan. The Registrant pays its independent directors an annual retainer of $40,000 for serving on the Board of Directors, payable quarterly in equal installments. Each independent director also receives a meeting fee of $1,000 for each in-person meeting of the Registrant’s Board of Directors that they attend and a fee of $500 for each committee or telephonic Board meeting in which they participate. Twenty-five percent of the Registrant’s director’s fees are paid in shares of the Registrant’s Class A Common Stock, and the remaining 75% of such fees may be paid either in shares or in cash, at the election of the director. All of the Registrant’s directors receive reimbursement of expenses incurred in connection with participation in Board and committee meetings.

Other than the foregoing, there have not been any transactions in the last two years with the Registrant in which Ms. Greenthal had or is to have a direct or indirect material interest.

The press release related to the appointment of Ms. Greenthal is attached as an exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibit	Description
	99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated February 17, 2006

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SIGNATURES

          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 hereunto duly authorized.

MARTHA STEWART LIVING OMNIMEDIA, INC.
(Registrant)

Date: February 17, 2006	By:	/s/  John R. Cuti
		John R. Cuti
		Secretary and General Counsel

INDEX OF EXHIBITS

(d)	Exhibit	Description
	99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated February 17, 2006

EX-99.1

EXHIBIT 99.1

Martha Stewart Living Omnimedia, Inc.
Announces Appointment of Jill A. Greenthal to the Board of Directors

NEW YORK, February 17, 2006. /PRNewswire-FirstCall/ — Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) today announced that its Board of Directors has voted to appoint Jill A. Greenthal as a member of the Board of Directors effective February 16, 2006.

Ms. Greenthal is currently a Senior Managing Director in the Corporate Advisory Services group at The Blackstone Group. She has advised and financed media companies for more than 20 years, working in all sectors of the business. Before joining Blackstone in 2003, Ms. Greenthal was Co-Head of the Global Media Group, Co-Head of the Boston office and a member of the Executive Board of Investment Banking at Credit Suisse First Boston. She was also Co-Head of the Boston office at Donaldson, Lufkin and Jenrette before it was acquired by CSFB. Prior to joining DLJ, Ms. Greenthal was Head of the Media Group at Lehman Brothers.

“We are extremely pleased to have attracted such an accomplished executive who brings significant expertise and industry knowledge to our Company,” said Charles Koppelman, Chairman of MSLO. “We look forward to working with Jill to build long-term shareholder value,” Mr. Koppelman added.

“I am honored to join the distinguished board of Martha Stewart Living Omnimedia,” said Ms. Greenthal. “This past year, MSLO has done a remarkable job expanding into various platforms. I look forward to helping them realize the many opportunities that lie ahead.”

Susan Lyne, President and Chief Executive Officer, stated: “Jill has a keen understanding of the media business and a great appreciation for our brand. Her skills and talents are the perfect complement to our existing board and management team as we continue to grow our business.”

Ms. Greenthal graduated as a member of The Academy from Simmons College and received an MBA from Harvard Business School. She also serves on the Investment Committee of Noble and Greenough School.

With the addition of Ms. Greenthal, MSLO’s board is comprised of eight members. Other members on the board include Charles A. Koppelman, Chairman of MSLO and Chairman and CEO of CAK Entertainment Co; Rick Boyko, Managing Director of the VCU Adcenter; Susan Lyne, President and CEO of MSLO; Thomas C. Siekman, formerly Of Counsel to Skadden, Arps, Slate, Meagher & Flom LLP and former Senior Vice President and General Counsel of Compaq Computer Corporation; Bradley E.

Singer, Chief Financial Officer and Treasurer of American Tower Corporation; Wenda Harris Millard, Chief Sales Officer of Yahoo! Inc.; and Michael Goldstein, former Toys “R” Us Chairman and CEO and Chairman of the Toys “R” Us Children’s Fund, Inc.

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 any of these terms or other comparable terminology. The Company’s actual results may differ materially from those projected in such statements for many reasons, including those discussed in the Company’s periodic and other filings with the Securities and Exchange Commission which are available at http://www.sec.gov. The Company is under no duty to update any forward-looking statement after the date of this release.

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