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: September 20, 2006

Date of earliest event reported: September 20, 2006

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-15395	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

EX-99.1: PRESENTATION

Item 7.01. Regulation FD Disclosure.

On September 20, 2006, Martha Stewart Living Omnimedia, Inc. (the “Company”) will be making a presentation at the Goldman Sachs Communicopia XV Conference in New York City. The live webcast and accompanying slide presentation will be available on the Company’s website at www.marthastewart.com. An archived digital replay also will be available on our Company’s website through October 4, 2006. The slide presentation is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information under 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 7.01 in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibit	Description
	99.1	Martha Stewart Living Omnimedia, Inc. Presentation

SIGNATURES

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

	MARTHA STEWART LIVING OMNIMEDIA, INC.
	(Registrant)
Date: September 20, 2006	By:	/s/ John R. Cuti
		John R. Cuti
		General Counsel

INDEX OF EXHIBITS

(d)	Exhibit	Description
	99.1	Martha Stewart Living Omnimedia, Inc. Presentation

EX-99.1

EXHIBIT 99.1

Martha Stewart Living Omnimedia A Return To Growth

Certain statements. “will,” projected are discussed in our recent filings under the Securities Exchange Act of 1934. The company is under no obligation to update any forward-looking statements after the date of this presentation.

Who We Are Celebrating the Art of Creative Living

• A leading brand in the lifestyle arena

· An integrated media content company

· An            innovative design company

Where We Were

MSLO Revenue

$350 $300 $250 $200 $150 $100 $50 $0

2002 2003 2004

Advertising declined, yet customers remained.

Where We Are: Laying the Groundwork for Growth

$350 $300 $250 $200 $150 $100 $50 $0

MSLO Revenue

2002 2003 2004 2005 2006

• Advertisers dollars            returning to MS Living magazine

· Advertisers dollars beginning to flow to marthastewart.com

· Diversification initiatives bearing fruit

- New magazines (Blueprint, Body + Soul, Everyday Food)

- New licensing deals (Macy’s, KB Home, Kodak)

- Evaluating tuck-in acquisitions

Where We Are Headed: A Return to Growth

• Adjusted EBITDA and free cash flow positive in 2006

• 5-year adjusted EBITDA CAGR of 40-50%

• Very high adjusted EBITDA to free cash flow conversion

- Low capital expenditures

- No debt

- In excess of $100 million in net operating losses available

- Diversified mix of business

Publishing Living

Publishing: Where We Were

Publishing Revenue

$120 $100 $80 $60 $40 $20$0

• Dependence upon Martha Stewart Living

• Lack of title diversification

• Advertising declined; circulation relatively unchanged

Advertising Circulation/ Other

Publishing: Where We Are Now
MSL Accelerating Ad Page Growth

250 200 150 100 50

2002 2005 2006

FEB MAR

APR MAY JUN JUL AUG SEP OCT            NOV DEC JAN

Publishing: Where We Are Now Turning The Corner at Body + Soul and Everyday Food

-$2,000 -$4,000 -$6,000 -$8,000 -$10,000 -$12,000

Body + Soul Everyday Food

• Investment nearing completion            for both titles • Strong            circulation increases in 1H06 - - 17% for Everyday Food, 48% for Body + Body • Strong            growth in advertising revenue - - 55% for Everyday Food, 46%, for Body + Soul

Publishing: Where We Are Headed

2002 Publishing Revenue Split            Special 2010 Publishing Revenue Split • MS Living advertising continues to normalize • Diversification initiatives grow in prominence

Internet            Overview

Internet: Where We Were

E- commerce            business            losing money

No online advertising •

Internet: Where We Are Now Reaching Profitability

Successful transition to an ad-supported content site

Monetizing rich content library

Target adjusted EBITDA breakeven in 2006

Advertising revenue of $8-10mm in 2006

Kodak agreement signed

Flowers business growing

Internet: Where We Are Headed Digital Products

Standard photo products

MSLO

High- margin licensing agreement for digital photo prodects

Internet: Where We Are Headed

Expand and integrate multi-media assets

Easy, easy to find, navigate and share content

Improve and open search experience providing our curated view of the web

Single plan to find and experience MSLO branded products, with fulfillment by partners

Become a starting point for all lifestyle on web

Internet: Where We Are Headed 10 Million Users By 2010

Website Traffic

Become the leading lifestyle portal by 2010

Long-term margins of 40%

Broadcasting

Merchandising: Overview

High-margin predictable business

In-house design teams

No inventory or capital costs

Merchandising: Where We Were

Kmart accounted for over 80% of segment revenue

Lack of diversification

Merchandising: Where We Are Now

MSLO Retail Merchandising: Partner Contracts Timeline

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Licensed Retail Partnerships today

Kmart
Sears Canada Federated

Licensed Manufacturing Partnerships

KB Home
Bernhardt (Furniture) Sherwin (Paint & Colors) Lowe’s (Paint) Quality Home Brands Flor (Carpet Tiles) EK Success (Crafts) Safavieh (Area Rugs)

Merchandising: Where We Are Headed •2008 adjusted EBITDA should approximate 2006

· Diversity of licensing partners allows for a more balanced portfolio

· New category growth to continue