S-8

As filed with the Securities and Exchange Commission on November 8, 2006

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	52-2187059
(State or other jurisdiction of	(I.R.S. Employer Identification
incorporation or organization)	Number)

11 West 42nd Street
New York, New York 10036
(212) 827-8000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Martha Stewart Living Omnimedia, Inc.
1999 Non-Employee Director Stock and Option Compensation Plan
(Full title of the Plans)

John R. Cuti
General Counsel
MARTHA STEWART LIVING OMNIMEDIA, INC.
11 West 42nd Street
New York, New York 10036
(212) 827-8000
(Name, address and telephone number of agent for service)

Copies to:
Stuart A. Barr, Esq.
Hogan & Hartson LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600

CALCULATION OF REGISTRATION FEE

		Proposed
		maximum		Proposed
Title of each class of securities to be	Amount to be	offering price		maximum aggregate		Amount of
registered	Registered (1)	per unit (2)		offering price (2)		registration fee (2)
Class A Common Stock, par value $0.01 per share	300,000 shares		$21.37		$6,411,000		$686

(1)

Pursuant to General Instruction E of Form S-8, this Registration Statement covers the registration of an additional 300,000 shares of Class A Common Stock issuable under the Martha Stewart Living Omnimedia, Inc. 1999 Non-Employee Director Stock and Option Compensation Plan (the “Plan”). 300,000 shares under the Plan were previously registered pursuant to Registration Statement No. 333-89263. Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares that may become issuable under the Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding Class A Common Stock.

(2)

Calculated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended (the “Securities Act”) on the basis of $21.37 per share, which was the average of the high and low prices of the Class A Common Stock as quoted on the New York Stock Exchange on November 2, 2006.

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed to register 300,000 additional shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) of Martha Stewart Living Omnimedia, Inc. (the “Company”) which have been reserved for issuance under the Martha Stewart Living Omnimedia, Inc. 1999 Non-Employee Director Stock and Option Compensation Plan, as amended by the Board of Directors on April 5, 2005 (the “Plan”). The amendment to the Plan to increase the number of shares authorized under the Plan from 300,000 to 600,000 was approved by the stockholders of the Company on May 10, 2005.

     300,000 shares of Class A Common Stock originally reserved under the Plan were previously registered on a Registration Statement on Form S-8 (Registration No. 333-89263, filed on October 19, 1999) (the “Initial Form S-8”).

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1: OPINION OF HOGAN & HARTSON LLP
EX-23.2: CONSENT OF ERNST & YOUNG LLP

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Initial Form S-8 are hereby incorporated into this Registration Statement by reference.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Martha Stewart Living Omnimedia, Inc. 1999 Non-Employee Director Stock and Option Compensation Plan (incorporated by reference to the Company’s Registration Statement on Form S-1, No. 333-84001 (the “S-1 Registration Statement”)) as amended by Exhibit 4.2.
4.2	Amendment No. 1 to the Martha Stewart Living Omnimedia, Inc. 1999 Non-Employee Director Stock and Option Compensation Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2005).
5.1	Opinion of Hogan & Hartson LLP regarding the legality of the Class A common stock registered hereby.*
23.1	Consent of Hogan & Hartson LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP, independent registered public accountants.*
24.1	Power of Attorney (included in the signature page to this Registration Statement).

* Filed herewith.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) For the purpose of determining liability under the Securities Act of 1933 to any purchaser:

     (i) If the registrant is relying on Rule 430B:

     (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

     (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415 (a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

     The undersigned registrant hereby further undertakes:

     (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registrant statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

     (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

     (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

     (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

     (b) The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2006.

Martha Stewart Living Omnimedia, Inc. (Registrant)
By:	/s/ John R. Cuti
	John Cuti
	General Counsel

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Susan Lyne and John R. Cuti his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed as of November 8, 2006 by the following persons in the capacities indicated.

Signature	Title
/s/ Charles A. Koppelman	Chairman
Charles A. Koppelman
	President and Chief Executive Officer
/s/ Susan Lyne Susan Lyne	(Principal Executive Officer)
/s/ Howard Hochhauser	Chief Financial Officer
Howard Hochhauser	(Principal Accounting Officer)
/s/ Rick Boyko	Director
Rick Boyko
/s/ Michael Goldstein	Director
Michael Goldstein
/s/ Jill A. Greenthal	Director
Jill A. Greenthal
/s/ Wenda Harris Millard	Director
Wenda Harris Millard
/s/ Thomas C. Siekman	Director
Thomas C. Siekman
/s/ Bradley E. Singer	Director
Bradley E. Singer

EXHIBIT INDEX

Exhibit No.	Description
4.1	Martha Stewart Living Omnimedia, Inc. 1999 Non-Employee Director Stock and Option Compensation Plan (incorporated by reference to the Company’s Registration Statement on Form S-1, No. 333-84001 (the “S-1 Registration Statement”)) as amended by Exhibit 4.2.
4.2	Amendment No. 1 to the Martha Stewart Living Omnimedia, Inc. 1999 Non-Employee Director Stock and Option Compensation Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2005).
5.1	Opinion of Hogan & Hartson LLP regarding the legality of the Class A common stock registered hereby.*
23.1	Consent of Hogan & Hartson LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP, independent registered public accountants.*
24.1	Power of Attorney (included in the signature page to this Registration Statement).

* Filed herewith.

EX-5.1

[Letterhead of Hogan & Hartson L.L.P.]

November 8, 2006

Board of Directors
Martha Stewart Living Omnimedia, Inc.
11 West 42nd Street
New York, New York 10036

Ladies and Gentlemen:

          We are acting as counsel to Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), in connection with its registration, pursuant to a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission, of up to an additional 300,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.01, reserved for issuance under the 1999 Non-Employee Director Stock and Option Compensation Plan as amended by Amendment No. 1 thereto (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

          For purposes of this opinion letter, we have examined copies of the following documents:

1.	A copy of the Plan, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
2.	The Registration Statement.
3.	The Certificate of Incorporation of the Company, as certified by the Secretary of the State of the State of Delaware on September 14, 2006 and by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
4.	A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated November 6, 2006.
5.	The Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
6.	Resolutions of the Board of Directors of the Company adopted on April 5, 2005 and October 6, 2006, as certified by the Secretary of the Company on the date hereof as being complete, accurate, and in effect.
7.	A certificate of an officer of the Company, dated the date hereof, as to certain facts relating to the Company and the Plan.

          In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Board of Directors
November 8, 2006
Page 2

          This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

          Based upon, subject to and limited by the foregoing, we are of the opinion that, following (a) effectiveness of the Registration Statement, (b) issuance of the Shares pursuant to the terms of the Plan and (c) receipt by the Company of the consideration for Shares specified in the applicable resolutions of the Board of Directors and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.

          This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

          We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan & Hartson L.L.P.

HOGAN & HARTSON L.L.P.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Martha Stewart Living Omnimedia, Inc. 1999 Non-Employee Director Stock and Option Compensation Plan of our reports dated March 3, 2006, with respect to the consolidated financial statements and schedule of Martha Stewart Living Omnimedia, Inc., Martha Stewart Living Omnimedia, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Martha Stewart Living Omnimedia, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2005 filed with the Securities and Exchange Commission.

Ernst & Young LLP

New York, New York

November 6, 2006