8-K

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: March 28, 2008
Date of earliest event reported: March 24, 2008

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15395	52-2187059
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
11 West 42nd Street New York, NY		10036
(Address of principal executive offices)		(Zip Code)

(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):

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Departure of Jill Greenthal and Bradley Singer as Directors

          On March 28, 2008, Martha Stewart Living Omnimedia, Inc. (the “Company”) announced that each of Jill A. Greenthal, a member of the Company’s Audit Committee and Compensation Committee, and Bradley Singer, Chairman of the Company’s Audit Committee, resigned as directors of the Company, effective as of March 24, 2008. No disagreements with the Company were cited by either director in connection with their respective resignations.

(d) Election of Charlotte Beers and Todd Slotkin as Directors

          On March 28, 2008, the Company announced the election of Charlotte Beers and Todd Slotkin as members of the Company’s Board of Directors. Each of Ms. Beers and Mr. Slotkin will serve as a director until the next annual meeting of stockholders or until her or his successor is elected or qualified, or if earlier, until her or his death, resignation or removal. Ms. Beers is not a director of any other reporting company. Mr. Slotkin is a director of Allied Security Holdings, LLC. Mr. Slotkin was appointed Chairman of the Company’s Audit Committee.

          Each of Ms. Beers and Mr. Slotkin will receive compensation as an outside director pursuant to the Company’s standard outside director compensation plan. The Company 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 Company’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 each director’s fees will be paid in shares of the Company’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 Company’s directors receive reimbursement of expenses incurred in connection with participation in Board and committee meetings. Additionally, the Chairman of any committee of the Company’s Board of Directors receives an additional $7,000 annually.

          The press release related to the election of Ms. Beers and Mr. Slotkin is attached as an exhibit to this Form 8-K.

Item 8.01. Other Events

          In connection with Ms. Greenthal’s resignation as a director of the Company, Rick Boyko, currently a director of the Company and a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee, was appointed to the Company’s Audit Committee. Mr. Slotkin will replace Mr. Singer as Chairman of the Audit Committee. Mr. Singer has agreed to make himself available to the Company’s Board of Directors and the Audit Committee without compensation on an as-needed basis to assist with a smooth transition to the new members.

ITEM 9.01 Financial Statements and Exhibits.

(d)	Exhibit		Description
		99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated March 28, 2008

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.
Date: March 28, 2008	By:	/s/ Gregory E. Barton Gregory E. Barton General Counsel

INDEX OF EXHIBITS

(d)	Exhibit		Description
		99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated March 28, 2008

EX-99.1

Exhibit 99.1

Martha Stewart Living Omnimedia Announces Election of
Charlotte Beers and Todd Slotkin to the Board of Directors

NEW YORK, March 28, 2008 — Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) today announced that its Board of Directors has elected Charlotte Beers and Todd Slotkin as members of the Board of Directors. Ms. Beers and Mr. Slotkin will replace Jill A. Greenthal and Bradley E. Singer, respectively.

Ms. Beers’ election marks her return to MSLO’s Board; she served as a director from 1999 to 2001, resigning to take a role in the Bush Administration as U.S. Undersecretary of State for Public Diplomacy and Public Affairs from October 2001 through March 2003. A pioneering woman in advertising, Ms. Beers joined the State Department after having held the position of Chairman and CEO at Ogilvy & Mather and then Chairman at J. Walter Thompson Worldwide. Upon her departure from the State Department, she was awarded the Distinguished Service Medal, the highest honor the State Department bestows. She has also been honored with the prestigious Matrix Award from New York Women in Communications for her outstanding accomplishments in advertising. In 1997, Fortune magazine put her on the cover of their first issue to feature the most powerful women in America.

Mr. Slotkin has held leadership positions in the world of finance for more than 30 years. He served as Managing Director and co-head of Natixis Capital Markets Leveraged Finance business from 2006 to 2007. Previously, Mr. Slotkin served as Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Holdings, Inc. from 1999 to 2006; he joined the company in 1992 as a senior vice president. In addition, he was Chief Financial Officer of the publicly owned M & F Worldwide Corp. from 1999 to 2006. Prior to that, he spent over 17 years with Citicorp, now known as Citigroup, serving most recently as director of Citicorp North America, N.A. He was a key architect and senior credit officer in building Citicorp’s market leadership in leveraged buyouts. A founding member, director, and chairman of the Food Allergy Initiative, Mr. Slotkin is also a manager on the Board of Managers of Allied Security Holdings and an outside board member of CBIZ, Inc.

MSLO Chairman Charles Koppelman stated: “Charlotte and Todd bring outstanding leadership and valuable expertise to our Board, and that is important as they are replacing two accomplished individuals in Jill and Brad whose contributions in their time serving MSLO are greatly appreciated. Charlotte’s creativity along with her rich understanding of branding and marketing make her a natural fit at MSLO. We’re thrilled to have her back. We’re equally pleased to welcome Todd, who has a distinguished background in corporate finance and acquisitions. We look forward to working with them as we continue to grow our company and build shareholder value.”

“I am honored to be returning to MSLO and to be part of an outstanding Board at a company I’ve known and admired since its inception. MSLO has accomplished so much

in what has been nearly 10 years as a public company and I look forward to contributing to its bright and exciting future,” said Ms. Beers.

“I see countless opportunities for MSLO on the horizon and, as a member of this distinguished board, I am very happy to work with MSLO’s strong management team to help chart this singular company’s course,” said Mr. Slotkin.

MSLO’s board is comprised of seven members. In addition to Mr. Koppelman, Mr. Slotkin and Ms. Beers, directors include MSLO President and CEO Susan Lyne; Thomas C. Siekman, Lead Director and Former SVP and General Counsel of Compaq Computer Corporation; Rick Boyko, Managing Director of VCU Brandcenter; and Michael Goldstein, former Chairman of the Board and Chief Executive Officer of Toys “R” Us, Inc.

About Martha Stewart Living Omnimedia, Inc.

Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) is a diversified media and merchandising company, inspiring and engaging consumers with unique lifestyle content and distinctive products. The Publishing segment encompasses four magazines, including the company’s flagship publication, Martha Stewart Living, periodic special issues and books. The marthastewart.com website provides consumers with instant access to MSLO’s multimedia library, search and find capabilities, recipes, online workshops, community and personalization tools and more. The Broadcasting segment produces such outstanding programming as the Emmy-winning daily, nationally syndicated television series, “The Martha Stewart Show” and Martha Stewart Living Radio, channel 112 on SIRIUS Satellite Radio. In addition to its media properties, MSLO offers high quality Martha Stewart products through licensing agreements with carefully selected companies, including the Martha Stewart Collection exclusively at Macy’s, Martha Stewart Everyday at Kmart, Martha Stewart Crafts with EK Success and a co-branded food line with Costco. In February 2008, Emeril Lagasse agreed to join the Martha Stewart family of brands. During the second quarter of 2008, MSLO expects to complete the acquisition of the assets related to Lagasse’s media and merchandising business, including television programming, cookbooks, and emerils.com website and his licensed kitchen and food products. For additional information about MSLO, visit www.marthastewart.com.

CONTACT: Media: Elizabeth Estroff, SVP, Corporate Communications, Martha Stewart Living Omnimedia, Inc. +1-212-827-8281 or eestroff@marthastewart.com.

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