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: June 11, 2008
Date of earliest event reported: June 9, 2008

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact name of registrant as specified in its charter)

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

     On June 11, 2008, Martha Stewart Living Omnimedia, Inc. (the “Company”) announced that Susan Lyne, President, Chief Executive Officer and a director of the Company resigned from her positions as President and Chief Executive Officer of the Company. She will remain with the Company as an advisor for a period of 30 days to ensure a transition for the Co-Chief Executive Officers, and will continue to serve as a director through the transitional period. No disagreements with the Company were cited by Ms. Lyne in connection with her intention to resign her posts.

     On June 11, 2008, the Company also announced that Wenda Harris Millard, the Company’s President of Media, and Robin Marino, the Company’s President of Merchandising, are being promoted to share the office and responsibilities of the office of Chief Executive Officer, reporting to Charles Koppelman, Chairman of the Board of Directors. The Company has not yet revised the employment arrangements with either Ms. Harris Millard or Ms. Marino.

     In connection with the elevation of Ms. Harris Millard and Ms. Marino, the Board of Directors has authorized the creation of a new Office of the Chairman. The Office of the Chairman is an advisory committee intended to focus on the strategic direction of the Company and to formalize the Company’s collaborative management processes. The Office of the Chairman will be comprised of Ms. Harris Millard and Ms. Marino as Co-Chief Executive Officers, Mr. Koppelman, the Chairman of the Board, Ms. Stewart, the Company’s Founder, and Ms. Towey, the Company’s Chief Creative Officer. For biographical information of the Co-Chief Executive Officers and other members of the Office of the Chairman, see the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2008.

     The press release addressing these developments is attached as an exhibit to this Form 8-K.

     On June 10, 2008, the Company entered into a separation agreement and related waiver and release of claims with Susan Lyne (collectively, the “Separation Agreement”). The Separation Agreement provides that Ms. Lyne resign as the Company’s President and Chief Executive Officer, and continue to serve as an advisor for a period of 30 days to effect an orderly transition. Ms Lyne will remain as a member of the Board of Directors during that transitional period. The Separation Agreement provides that on the last day of Ms. Lyne’s service as an advisor, the Company will pay Ms. Lyne her unpaid salary and accrued vacation time through the last day of employment; her salary from the last day of her employment through the end of the year; a portion of her annual bonus in the amount of $540,000; and reasonable attorneys’ fees incurred in connection with the Separation Agreement in an amount not to exceed $15,000. Ms. Lyne will receive the balance of her 2008 bonus, if any, when calculated and paid by the Company to other employees but not later than March 15, 2009. The Company will reimburse her for COBRA costs in an amount equal to the amount the Company would have paid for a period not to exceed 18 months or until such earlier time as she becomes eligible for coverage from another employer, as well as for any unpaid or forfeited Company 401(k) contributions.

     The Separation Agreement amends certain provisions of Ms. Lyne’s original employment agreement with the Company dated November 11, 2004 (the “Employment Agreement”). These amendments provide for the elimination of the termination payments provided in Section 9 of the Employment Agreement; the elimination of the noncompetition provision in Section 10(b) of the Employment Agreement; the extension of the nonsolicitation provision in Section 10(c) of the Employment Agreement to a period of 24 months; and the perpetual extension of the nondisparagement provision in Section 10(d) of the Employment Agreement.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On July 9, 2008, the Company amended Sections 4.1 and 4.3 of its By-Laws to provide that one or more persons can hold the office of Chief Executive Officer. The Company also amended Sections 4.1 and 4.4 of its By-Laws to provide that a President is not a required officer, which the By-Laws previously provided, and that one or more persons could be President in the future. These amendments to the Company’s By-Laws were effective immediately.

     The foregoing description of the amendments to the Company’s By-Laws does not purport to be complete and is qualified in its entirety by reference to the text of the amendments themselves, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference into this Item 5.03.

ITEM 9.01 Financial Statements and Exhibits.

(d)	Exhibit	Description
	3.2	Amendment and Restatement of Article IV, Sections 4.1, 4.3 and 4.4 of By-Laws of Martha Stewart Living Omnimedia, Inc.
	99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated June 11, 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: June 11, 2008	By:	/s/ Howard Hochhauser
		Howard Hochhauser
		Chief Financial Officer

INDEX OF EXHIBITS

Exhibit		Description
	3.2	Amendment and Restatement of Article IV, Sections 4.1, 4.3 and 4.4 of By-Laws of Martha Stewart Living Omnimedia, Inc.
	99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated June 11, 2008

EX-3.2

     EXHIBIT 3.2

AMENDMENT AND RESTATEMENT OF
ARTICLE IV, SECTIONS 4.1, 4.2 and 4.4 OF
BY-LAWS OF
MARTHA STEWART LIVING OMNIMEDIA, INC.

     “ SECTION 4.1. Elected Officers. The elected officers of the Corporation shall be one or more Chief Executive Officers, a Secretary, a Treasurer, and such other officers (including, without limitation, a Chief Financial Officer) as the Board of Directors from time to time may deem proper. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board or any committee thereof may from time to time elect, or the Chief Executive Officer(s) may appoint, such other officers (including one or more Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws or as may be prescribed by the Board or such committee or by the Chief Executive Officer, as the case may be.”

     “SECTION 4.3. Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to this office which may be required by law and all such other duties as are properly required of this officer by the Board of Directors. The Chief Executive Officer shall make reports to the Board of Directors and the stockholders, and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chief Executive Officer may also serve as President, if so elected by the Board. Where two or more persons hold the office of Chief Executive Officer, references in these By-Laws to the Chief Executive Officer shall refer to such Executive Officers as have been assigned such duties by the Board of Directors.”

     “SECTION 4.4. President. The President, if one or more shall be appointed, shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer. Where two or more persons hold the office of President, references in these By-Laws to the President shall refer to such Executive Officers as have been assigned such duties by the Board of Directors.”

Effective: June 9, 2008

EX-99.1

Exhibit 99.1

Martha Stewart Living Omnimedia Announces President & CEO Susan Lyne Steps
Down; Wenda Harris Millard and Robin Marino Named Co-CEOs

NEW YORK, June 11, 2008 — Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) announced today that Susan Lyne has stepped down from her posts as President and Chief Executive Officer. The company will promote President of Media Wenda Harris Millard and President of Merchandising Robin Marino to the positions of Co-CEO, reporting to Charles Koppelman, Chairman of the Board. Ms. Lyne will stay on in an advisory role for a period of time to ensure a smooth transition and will remain a director during that period.

Ms. Lyne stated: “Four years ago when the Board asked me to take on this role, our principal goal was to rebuild the company and return it to profitability.  We have done that.  In the process we’ve launched some great new businesses, built an impressive management team and re-affirmed the enduring power of the Martha Stewart brand. While there is never a perfect time to depart, the company is on sound footing and we expect the transition to be very smooth. Wenda and Robin share Martha’s vision of the company’s future, they understand our businesses and have earned the trust of our partners. I couldn’t be more pleased that the Board has selected them to succeed me as co-CEOs.”

Mr. Koppelman stated: “Susan has made tremendous contributions to MSLO during a critical period for us. We are now profitable, our brand has never been stronger, and the many partnerships we have forged in recent years leave us well-positioned for growth. We have a deep bench of executive talent at MSLO and are pleased to promote Wenda and Robin, two seasoned executives who have been instrumental in helping us diversify our brand portfolio and revenue streams. Under their leadership, we’ll continue expanding our media and merchandising businesses into new markets in and outside the U.S. and will remain focused on creating value for shareholders.”

Martha Stewart, Founder of MSLO, stated: “Our company is strong and vibrant, and Susan’s contributions have been key. Wenda and Robin are passionate, consumer-oriented leaders with equally passionate teams — all committed to providing our customers with fine quality, beautifully designed products and useful, practical, trusted information that enhances and improves their everyday lives.”

Ms. Millard oversees MSLO’s Media businesses, which include Online, Publishing, and Broadcasting, while Ms. Marino oversees MSLO’s Merchandising businesses, which include numerous licensing partnerships with retailers including Macy’s, Kmart, and 1-800-Flowers, as well as with manufacturers such as EK Success and Bernhardt.

Wenda Harris Millard

Before joining MSLO in July 2007, Ms. Millard had been Chief Sales Officer of Yahoo! since 2001. She is recognized for her pivotal role in introducing marketers to the power

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of the digital world. She served on MSLO’s Board of Directors for three years. Before joining Yahoo!, Ms. Millard served as Chief Internet Officer at Ziff Davis Media and President of Ziff Davis Internet; and Executive Vice President and a founder of DoubleClick. In publishing, she held a number of senior positions, including senior vice president and publisher of Family Circle, then the world’s largest-selling women’s magazine. She helped build such titles as Adweek and Working Woman. Ms. Millard currently serves as Chairman of the Interactive Advertising Bureau and is a member of the Board of Directors of the Ad Council.

Ms. Millard commented: “We’ve built an impressive team and organizational structure that is smart, nimble, and driven to leverage our unique portfolio of magazine, online, television, and radio properties. The foundation is solid and we are now well-positioned to accelerate growth across multiple channels.”

Robin Marino

Ms. Marino joined MSLO in May 2005 from Kate Spade, where she was President and COO of Kate Spade, Inc., overseeing all wholesale, retail and licensing operations, as well as finance, production and general operations for the company. She has nearly 30 years of experience in the department store, wholesale and specialty retail segments of the merchandising business in which she held key positions at leading companies including Macy’s; Polo Ralph Lauren Handbags and Luggage; and Burberry.

Ms. Marino stated: “We have transformed our Merchandising business from a handful of licensing arrangements to a diversified portfolio of more than 15 dynamic partnerships. Our team is acutely focused on forging new relationships while building upon our existing home decorating and lifestyle programs to grow our business. We have powerful media platforms and we’ll continue to leverage them to make Martha Stewart Living Omnimedia the most successful company dedicated to the home.”

Broadcasting President Sheraton Kalouria will report to Ms. Millard. Mr. Kalouria, who joined MSLO in 2005, manages the nationally syndicated program, The Martha Stewart Show, Martha Stewart Living Radio on Sirius Satellite Radio, the PBS series Everyday Food and Everyday Baking, Martha Stewart On Demand, as well as international and cable distribution and original series development.

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, as well as wedding-planning tools powered by WeddingWire. The Broadcasting segment produces such 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, Martha Stewart for 1-800-Flowers.com and a co-branded food line with Costco. In April 2008, Emeril Lagasse joined the Martha

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Stewart family of brands; MSLO acquired 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.
Forward-Looking Statement

MSLO has 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. MSLO’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; 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 government regulations affecting MSLO’s industries. Certain of these and other factors are discussed in more detail in MSLO’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, especially under the heading “Risk Factors”, which may be accessed through the SEC’s World Wide Web site at http://www.sec.gov. MSLO is under no obligation to update any forward- looking statements after the date of this release.

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

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