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: October 16, 2008
Date of earliest event reported: October 14, 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 (Zip Code)
(Address of principal executive offices)

(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

(d) Appointment of William Roskin as Director

     On October 14, 2008, the Board of Directors of Martha Stewart Living Omnimedia, Inc. (the “Company”) elected William A. Roskin as a new member of the Board of Directors. Mr. Roskin was appointed to the Company’s Compensation Committee and Audit Committee.

     Mr. Roskin serves as a member of the Board of Directors of Media & Entertainment Holdings, Inc. (AMEX: TVH), and as a member of the Board of Directors of ION Media Networks, Inc. and Ritz Interactive, Inc., both of which are privately held. He is Chairman of each of these companies’ compensation committees, and a member of each of these companies’ audit committees.

     Mr. Roskin will receive compensation as an outside director pursuant to the Company’s standard outside director compensation plan, as described on Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. The Company pays its independent directors an annual retainer of $40,000 for serving on the Board of Directors, payable quarterly in equal installments. This retainer will be pro-rated for the partial year of service. Twenty-five percent of this retainer is paid in shares of the Company’s Class A Common Stock, and the remaining 75% of this retainer may be paid either in shares or in cash, at the election of the director.

     Each independent director also receives a meeting fee of $1,500 for each in-person meeting of the Company’s Board of Directors that he or she attends, and a fee of $1,000 for each committee or telephonic Board of Directors meeting in which he or she participates. All of the Company’s directors receive reimbursement of expenses incurred in connection with participation in Board of Directors and committee meetings.

     Mr. Roskin will receive an equity grant of $75,000 of value in connection with his election to the Board of Directors. This grant will consist of 50% restricted stock and 50% options, all of which will be issued and priced on the first business day of November 2008, in accordance with the Company’s policy on equity issuances The equity will vest on the first anniversary of the grant.

     The press release related to the election of Mr. Roskin 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 October 15, 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: October 16, 2008	By:	/s/ William C. Stern
		William C. Stern
		General Counsel

INDEX OF EXHIBITS

Exhibit	Description
99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated October 15, 2008

EX-99.1

Exhibit 99.1

Martha Stewart Living Omnimedia Announces Election of William A. Roskin to the Board of Directors

NEW YORK, October 15, 2008 — Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) today announced that its Board of Directors has elected William A. Roskin as an additional member of the Board of Directors.

Mr. Roskin, an attorney, was formerly Executive Vice President, Human Resources and Administration at Viacom before its 2006 split into two separate companies, developing and implementing the company’s human resources and labor relations policies and programs. He continues to serve Viacom as Senior Advisor.

MSLO Executive Chairman Charles Koppelman stated: “Bill is a welcome addition as a fresh, independent voice on our Board. He has worked with a variety of leading media, advertising and consumer businesses, and brings to the table a sharp legal mind as well as an understanding that at a company like MSLO our employees are our greatest asset. We are pleased to be working with him as we continue to grow the company and build value for stockholders.”

Before joining Viacom, Mr. Roskin was Senior Vice President, Human Resources at Coleco Industries, Inc. from 1986 to 1988. Prior to that, he spent 10 years with Warner Communications Inc., where he held several executive positions in labor relations, including Vice President. From 1971 to 1976, Mr. Roskin was General Counsel to the City of New York’s Department of Personnel and City Civil Service Commission. He launched his legal career at RCA Global Communications, where he was Attorney and Senior Attorney from 1968 to 1971.

“I’m delighted to be joining MSLO’s Board. I look forward to working with Martha Stewart, Charles Koppelman and the other distinguished members of the Board, as well as the talented management team to help grow the company in the years ahead,” said Mr. Roskin.

Mr. Roskin serves as a member of the Board of Directors of Media & Entertainment Holdings, Inc. (AMEX: TVH), and as a member of the Board of Directors of ION Media Networks, Inc. and Ritz Interactive, Inc., both of which are privately held. At each of these companies he is Chairman of the compensation committee and a member of the audit committee.

MSLO’s board is now comprised of six members. In addition to Mr. Koppelman and Mr. Roskin, directors include Michael Goldstein, Lead Director and former Chairman of the Board and Chief Executive Officer of Toys “R” Us, Inc.; Charlotte Beers, former Chairman of the Board of Directors of J. Walter Thompson Worldwide; Rick Boyko, Managing Director of VCU Brandcenter; and Todd Slotkin, former Managing Director and co-head of Natixis Capital Markets Leverage Finance business.

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 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.

/CONTACT: Katherine Nash, Corporate Communications, +1-212-827-8722 or knash@marthastewart.com. /