EXHIBIT 99.1

FOR IMMEDIATE RELEASE
- ---------------------


MSO Q1 2003 EARNINGS CONFERENCE CALL - 4/30/03 11:00 AM ET
FINAL TRANSCRIPT

CORPORATE PARTICIPANTS


MARTHA STEWART
Martha Stewart  Living  Omnimedia - Chairman of the Board of Directors & Chief
Executive Officer

SHARON PATRICK
Martha Stewart Living Omnimedia - President & Chief Operating Officer

JAMES FOLLO
Martha Stewart Living  Omnimedia - Executive Vice  President,  Chief Financial
Officer


CONFERENCE CALL PARTICIPANTS

ALISSA GOLDWASSER
William Blair & Company - Analyst

KEVIN GRUNEICH
Bear, Stearns & Company - Analyst

MANDANA HORMOZI
Lazard Freres & Company - Analyst

DOUGLAS ARTHUR
Morgan Stanley - Analyst

LAURA RICHARDSON
Adams Harkness & Hill - Analyst

DAVID ROCKER
Rocker Partners


PRESENTATION



- ---------------------------------------------------------------------------
OPERATOR


GOOD  MORNING  AND WELCOME TO THE MARTHA  STEWART  LIVING  OMNIMEDIA  FIRST
QUARTER 2003 EARNINGS  CONFERENCE CALL AND WEB CAST. ALL PARTICIPANTS  WILL
BE IN LISTEN ONLY MODE UNTIL THE QUESTION  AND ANSWER  SESSION OF THE CALL.
AT THE  REQUEST  OF MARTHA  STEWART  LIVING  OMNIMEDIA,  THIS CALL IS BEING
RECORDED.  ANYONE WITH  OBJECTION  SHOULD  DISCONNECT AT THIS TIME. AT THIS
TIME,  IT IS MY PLEASURE TO  INTRODUCE  MR.  JAMES  FOLLO,  EXECUTIVE  VICE
PRESIDENT AND CHIEF FINANCIAL  OFFICER OF MARTHA STEWART LIVING  OMNIMEDIA.
SIR, YOU MAY BEGIN WHEN READY.

- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


Thank you. Good  morning,  and we thank you for  attending  Martha  Stewart
Living Omnimedia's first quarter 2003 earnings teleconference and web cast.
With me today are Martha Stewart, Chairman and Chief Executive Officer, and
Sharon Patrick,  our President and Chief Operating Officer.  Both will join
the call for the question and answer portion of the call.  Martha will open
today with brief remarks and I will conclude the formal presentation with a
financial  review of the first  quarter  and  discuss  the  outlook for the
second quarter of 2003.  Before handing the  conference  over to Martha,  I
would like to remind you that our  discussion  may include  forward-looking
statements which can generally be identified by the use of terminology such
as "will" and "expect". Our actual results may differ materially from those
projected in the statements.  And factors that could cause such differences
are discussed in our filings with the Securities  and Exchange  Commission,
particularly  in the  Management  Discussion  and Analysis  sections of our
periodic  filings  and in our  earnings  release  issued this  morning.  An
archived version of this  teleconference  and web cast will be available at
www.marthastewart.com  through May 7th,  2003. I would like to now turn the
call over to Martha.

- ---------------------------------------------------------------------------
MARTHA STEWART - MARTHA STEWART LIVING OMNIMEDIA - CHAIRMAN OF THE BOARD OF
DIRECTORS & CHIEF EXECUTIVE OFFICER


Thank you, Jim. Good morning,  everyone, and thank you for attending Martha
Stewart Living  Omnimedia's first quarter 2003 earnings  teleconference and
web cast.  Since we hosted last  quarter's call less than two months ago, I
will keep my  prepared  remarks  brief  and let Jim focus on the  financial
results for the  quarter  and the  outlook for the second  quarter of 2003.
Sharon  Patrick  and I will  return  for the  question  and  answer  period
following that.

During our last earnings teleconference this past March, I expressed that I
was  increasingly  hopeful that my personal legal  situation  regarding the
ongoing governmental investigation of my sale of non-Company stock would be
resolved in the near future. Obviously that has not happened and I can make
no predictions as to when it will. It continues to remain inappropriate for
me to discuss anything  further relating to the  investigation on this call
today.

While our business  results for the quarter reflect  considerable  pressure
associated with the continuing  investigations,  we have not wavered in our
commitment to creating and producing the highest  quality  original  how-to
content and preserving the products that define our brand.

Martha Stewart Living  Omnimedia  remains a laboratory for creative thought
and a place where ideas are generated into inspiration for the home and for
the homemaker. MSO continues to provide consumers with superb publications,
programs and products  and to pioneer new ones like  Everyday  Food and our
Martha  Stewart  Signature  furniture  with  Bernhardt.  Both of these  new
programs  have  met  early  customer  appreciation  and I look  forward  to
updating you on our successes on our second quarter call.

Let me close by saying that we continue to  carefully  manage the  business
during this period of uncertainty,  while investing carefully in attractive
growth opportunities. Once the investigations are resolved, we will be in a
better  position  to assess  the  appropriate  steps  necessary  to achieve
improved financial  results.  With that, I would like to turn the call over
to Jim for a financial  review of the quarter and update on the outlook for
the second quarter. Jim...

- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER



Thank you, Martha.  Let me begin by saying throughout my presentation today
I will regularly refer to EBITDA,  which is a non-GAAP  financial  measure.
EBITDA,  as  used  by the  company,  represents  operating  income  or loss
excluding depreciation and amortization. Additionally, information relating
to some of the EBITDA  measures  discussed on this call is contained in our
press  release  issued this  morning,  which is  accessible  on our website
www.marthastewart.com, under the heading Investor Relations.

Overall  company  revenues for the first  quarter of 2003 were $58 million,
compared to $68 million in the first quarter of 2002.  Loss from operations
in the quarter was $7.5 million, compared to income from operations of $5.8
million in the prior  year's  quarter  and EBITDA  loss for the quarter was
$5.4 million,  compared to $8.8 million in the prior year's  quarter.  Loss
from continuing operations was 9 cents per share in the quarter compared to
income per share of 8 cents in the 2002 quarter.  The prior year's  quarter
includes a cumulative  effect of an accounting  change  resulting  from the
adoption of FAS 142 that resulted in the reduction of the carrying value of
the  company's  goodwill of $5 million or $3.1 million after tax or 6 cents
per share.  We finished the quarter with a strong balance  sheet.  Our cash
and short-term  investments  was $166.5  million as of March 31st,  2003 or
approximately $3.36 per share, and we continue to be debt free. Our capital
expenditures in the quarter were approximately $300,000 and we don't expect
to be making  any  significant  capital  expenditures  for the  foreseeable
future.

Now turning to publishing.

Publishing segment revenues for the quarter were $34.1 million, compared to
$43.1  million in the prior year's  quarter.  The quarter  results  reflect
three issues of Martha Stewart Living magazine, one issue of Martha Stewart
Baby and Martha  Stewart  Kids.  The quarter  also  included  two issues of
Everyday Food.  Accordingly,  for comparison with the 2002 quarter,  in the
current year's quarter we published one additional  special issue, which is
Martha Stewart Baby in addition to the two issues of Everyday Food.

Revenues  in the quarter  reflect the  following  --  advertising  pages in
Martha Stewart Living magazine  decreased  approximately 28% in the quarter
to 328 pages  according  to MIN.  Circulation  revenues  were  lower in the
quarter due to lower  newsstand and  subscription  revenues from the Martha
Stewart Living magazine.  The lower subscription  revenue resulted from the
acquisition  of less  profitable  circulation  orders due to lower response
from previous  subscription  acquisition  efforts.  Revenue associated with
special issues was lower in the quarter due primarily to lower  advertising
revenue.  The prior year's Martha  Stewart Baby issue was  single-sponsored
whereas   special  issues  in  the  current  year's  quarter  had  multiple
advertisers.  In the prior year, the special issue was  profitable  whereas
the current year's quarter special issues were unprofitable.  Everyday Food
revenue in the  quarter was  approximately  $4.5  million and was  modestly
profitable.  On the  cost  side,  the  quarter  reflected  higher  expenses
associated with the Everyday Food magazine and increased  production  costs
associated with the increased frequency of special issues,  offset by lower
costs  resulting  from lower book size of Martha  Stewart  Living  magazine
primarily due to lower  advertising  pages. The Company also benefited from
lower  paper  prices  during the  quarter.  EBITDA for the  quarter  was $5
million  compared  to  EBITDA  of $15.3  million  in the 2002  quarter.  We
continue to publish test issues of Everyday Food magazine.  We will publish
a total of four test  issues of the  magazine  before  making a decision in
early June about a launch. Newsstand sales of the initial issue of Everyday
Food have exceeded our expectation as have subscription acquisition efforts
to date.  Advertising  support  has been  strong and  continues  to exhibit
strength through the July/August issue, which is the final test issue.

In television,  revenues in the quarter were $6.6 million  compared to $6.7
million in the 2002 quarter.  The revenue decline is due primarily to lower
revenues from the  syndicated  program due to lower ratings and the loss of
air time on CBS's The Early Show.  These declines were partially  offset on
higher  revenues from cable  television  programming.  Distribution  in the
quarter  exceeded90% and household ratings in the quarter were 1.33. On the
cost side,  expenses were slightly higher with increased marketing expenses
for the syndicated program being partially offset by lower production costs
in the quarter.  EBITDA was $600,000 in the quarter compared to $800,000 in
the prior year's quarter.

In merchandising,  revenues were $10.3 million compared to $11.1 million in
the prior year's quarter.  The decrease in revenue for the first quarter of
2003 resulted primarily from lower product sales of Martha Stewart Everyday
products  at  Kmart  as a  result  of  store  closings  as  well  as  lower
same-store-sales.  During  the  quarter,  Kmart  announced  the  closing of
approximately  300 stores in  addition  to the 300  stores  closed in March
2002.  The company has  recognized  Kmart  royalty  revenues in the quarter
based upon actual sales of products,  not contractual  minimum levels. Such
annual  contractual  minimums  are payable in early 2004 to the extent that
actual royalties  earned does not meet certain levels.  We currently expect
royalties  paid in 2003  based  upon  products  sales  will  be  below  the
contractual  minimum amounts.  The company  currently  expects that it will
record the difference between actual payments and the minimum amount in the
fourth quarter 2003, when the amount is determinable.  Revenues from Martha
Stewart  Signature  increased  during the  quarter  from  primarily  due to
revenues  from  initial  sales  of  furniture,   during  the  load-in,   in
anticipation of the official launch,  which occurred this month. EBITDA for
the quarter was $7.2  million  compared to $7.6 million in the prior year's
quarter resulting from the revenue decline, partially offset by lower costs
in the segment during the quarter.

Internet/Direct Commerce revenues in the quarter were $7.0 million compared
to $7.1  million in the prior  year's  quarter.  The decline in the quarter
reflects lower  advertising  revenues  partially  offset by higher commerce
sales  principally   resulting  from  higher  catalog  circulation,   which
increased  in the  quarter.  Costs in the  quarter  included  non-recurring
severance and consulting fees related to the re-organization of the segment
that we announced on last quarter's  earnings call.  These costs aggregated
approximately  $1.2 million in the quarter.  Excluding the costs related to
the  re-organization,  expenses  increased  modestly  due to the  increased
catalog  circulation.  EBITDA  loss  increased  to $8.0  million  from $6.7
million in the prior year's quarter.

We have made  significant  progress  over the past several  months since we
announced the re-organization of the segment.  Certain achievements to date
include:

     o    reduced headcount in the segment

     o    negotiated   technology  contract  savings  that  reduce  monthly
          technology costs by approximately 40%

     o    We  implemented  a new  zone-shipping  program  to  significantly
          reduce mail costs, and

     o    We formalized  circulation  and marketing plans that will yield a
          more focused  merchandise  and  marketing  plan that we expect to
          increase  conversion  and response  rates and  simplify  business
          processes.

We have also  implemented  a series of strict  operating  metrics that will
ensure that we remain on our plan for  significant  reduction  of losses in
the segment.

Our corporate  expenses in the quarter were $10.2  million,  an increase of
$2.2 million from $8.0  million in the prior year's  quarter.  The increase
resulted primarily from higher legal expenses and insurance costs.

Depreciation  and  amortization  declined in the  quarter,  primarily  as a
result  of a  write-off  taken in the  fourth  quarter  of 2002 of  certain
website  development  costs  resulting  from  the  re-organization  of  the
Internet/Direct Commerce division.

I would now like to  conclude  with a  discussion  of the  outlook  for the
second quarter of 2003. We are currently forecasting a loss from continuing
operations of approximately 3 to 5 cents per share.  Consolidated  revenues
are expected to decline  approximately  20%. EBITDA loss for the quarter is
expected to be at  approximately  break-even to a loss of  approximately $2
million, with depreciation and amortization  estimated at $2.1 million, for
an  operating  loss for the  quarter  of  approximately  $2  million  to $4
million.

Key factors  contributing to the quarterly  results within each segment are
as follows:

     o    Publishing  revenues are expected to decline  approximately  20%,
          while  EBITDA and  operating  income  are  expected  to  decrease
          approximately 60%  year-over-year.  Depreciation and amortization
          in the  segment  will  remain  constant  with  the  prior  year's
          amounts.  These decreases in revenues EBITDA and operating income
          are primarily due to the following:

          -    Lower  advertising  pages in Martha Stewart Living magazine.
               Advertising pages are expected to decline  approximately 30%
               in the quarter.

          -    Lower  subscription  revenues will be due to less profitable
               subscription acquisition efforts.

          -    We expect lower newsstand  revenues of Martha Stewart Living
               magazine.

          -    In the second  quarter we will  publish in addition to three
               issues  of  Martha  Stewart  Living,  two  issues  of Martha
               Stewart Weddings,  two Everyday Food issues, and two special
               issues.

     o    Television  revenue  will be  approximately  $6.5 million to $7.0
          million,   while  EBITDA  will  be   approximately   break  even.
          Depreciation   and   amortization   in  the   segment   will   be
          approximately  $4.0 million and the loss from  operations in this
          segment will be approximately $4.0 million.

     o    Merchandising revenues in the quarter are expected to decrease by
          30%  reflecting  recent sales trends and store closings at Kmart.
          EBITDA and operating  income will decrease by  approximately  40%
          reflecting  higher Signature  marketing  expenses in the quarter.
          Depreciation and  amortization is  approximately  $0.2 million in
          the quarter. We will continue to recognize royalty revenues under
          our contract with Kmart based upon actual sales of our products.

     o    Internet/Direct  Commerce  revenues will approximate $6.0 million
          to $6.5 million for the  quarter,  reflecting  lower  advertising
          revenues and lower commerce sales.

EBITDA loss for the quarter will be approximately  $5.0 million  reflecting
the benefits of our restructuring efforts,  resulting in reduced head count
costs,   increased  gross  margins,   lower  fulfillment  costs  and  lower
technology-related costs. Depreciation and amortization in the quarter will
be approximately  $300,000,  and, therefore,  operating loss in the segment
will  approximate  $5.3 million in the  quarter.  Corporate  expenses  will
approximate  $10 million  and  depreciation  will  remain at first  quarter
levels, which were approximately $2.1 million.

This concludes the formal portion of our presentation. I would like to turn
the call over to the  conference  call operator for the question and answer
portion of the session. I would request that you limit your questions to no
more than two in order for there to be sufficient time to answer  questions
from as many participants as possible.


QUESTION AND ANSWER


- ---------------------------------------------------------------------------
OPERATOR


Thank you, Mr. Follo.  At this time, we are ready to begin the question and
answer session. Anyone wishing to ask a question please press star then the
number one on your telephone keypad now. To withdraw your question,  please
press star then the number two. Please hold for your first question.  First
question comes from Alissa Goldwasser of William Blair & Company.


- ---------------------------------------------------------------------------
ALISSA GOLDWASSER  - WILLIAM BLAIR & COMPANY - ANALYST


Hi,  good  morning.  Is there any way you can talk about your  decision  to
recognize the  merchandising  revenue based on actual sales rather than the
minimum  guarantee?  And if you could,  tell us how much higher the minimum
guarantee was in the first quarter?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


As you know, the minimum guarantee is calculated really at the end of Kmart
fiscal year,  and which is January 31st. At that point we'll be in a better
position to calculate the actual amount. We thought it was more appropriate
accounting  to book that  revenue in the fourth  quarter.  That being said,
we've said in the past that we expect the  revenues in that segment to grow
at the minimum  levels,  double  digits.  And that still remains true on an
annual basis, but on a quarterly basis that will not be reflected.


- ---------------------------------------------------------------------------
ALISSA GOLDWASSER  - WILLIAM BLAIR & COMPANY - ANALYST


I was  wondering  if you could talk a little  bit about the  year-over-year
decline in deferred subscription income? I'm curious if you could break out
or generally talk about how much of that decline is units versus pricing?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


Well,  we continue to maintain  our rate base of 2.4 million  copies.  It's
substantially all pricing as I mentioned earlier in my speech.  That number
is really driven by less profitable subscription acquisition efforts.


- ---------------------------------------------------------------------------
ALISSA GOLDWASSER  - WILLIAM BLAIR & COMPANY - ANALYST


Great. Thank you.


- ---------------------------------------------------------------------------
OPERATOR


The next question comes from Kevin Gruneich of Bear Stearns & Company.


- ---------------------------------------------------------------------------
KEVIN GRUNEICH  - BEAR, STEARNS & COMPANY - ANALYST


Thank  you,  I was  wondering  Jim if you could  break out the  advertising
revenue  comparison  and the  circulation  revenue  comparison  for  Martha
Stewart Living magazine?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


You're asking what  percentage  of the decline in revenues was  advertising
versus subscription, is that the question?


- ---------------------------------------------------------------------------
KEVIN GRUNEICH  - BEAR, STEARNS & COMPANY - ANALYST


What was the decline in ad revenues and circulation  revenues for MSL in Q1
year-over-year?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


The advertising  revenue  decline was in the  neighborhood of about 35% and
the circulation revenue decline was in the neighborhood of about 20%.


- ---------------------------------------------------------------------------
KEVIN GRUNEICH  - BEAR, STEARNS & COMPANY - ANALYST


Circulation revenues down 20?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


That's right.


- ---------------------------------------------------------------------------
KEVIN GRUNEICH  - BEAR, STEARNS & COMPANY - ANALYST


Okay.  Secondly,  I was  wondering  if you could  isolate the extent of the
professional  and legal  fees tied to the  trading  controversy  in Q1? You
mentioned that was one item, insurance was another.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


The  number in the first  quarter  was about $1.2  million  related to that
issue.


- ---------------------------------------------------------------------------
KEVIN GRUNEICH  - BEAR, STEARNS & COMPANY - ANALYST


Thank you.


- ---------------------------------------------------------------------------
OPERATOR


Your next question comes from Mandana Hormozi of Lazard Freres.


- ---------------------------------------------------------------------------
MANDANA HORMOZI  - LAZARD FRERES & COMPANY - ANALYST


Good morning,  I was  wondering  whether there was any balance sheet impact
from this - sort of deferral of the  recognition  between the difference of
the merchandising product sales and minimum guarantees, whether there's any
way to track that on the balance  sheet or not?  Also along that line,  any
impact on sort of  product  sales or  availability  from the SARS  issue in
Asia?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


As  far  as the  impact  on  our  balance  sheet  related  to  the  minimum
guarantees, had we booked any sort of spread, we would have treated that as
a receivable to be paid in early 2004. To the extent we haven't  booked it,
there was no balance sheet impact.  As far as any noticeable  impact in our
business  related  to the SARS  matter,  we have not  seen  that,  although
international  sales  is a  relatively  small  percentage  of  our  overall
merchandise sales.


- ---------------------------------------------------------------------------
MANDANA HORMOZI  - LAZARD FRERES & COMPANY - ANALYST


If I could  follow  up with one  quick  question.  Is there  any  change in
strategy going into the up-fronts with regards to advertising  sales, maybe
waiting  for  scatter  until the issues  are solved and maybe  pricing is a
little firmer?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


We're not expecting any radical difference, but we'll wait and see how this
thing  shapes up  before  we make a  commitment  as to what  percentage  of
inventory will be sold in the upfront versus the scatter. We are not firmly
committed to that.


- ---------------------------------------------------------------------------
MANDANA HORMOZI  - LAZARD FRERES & COMPANY - ANALYST


Thank you.


- ---------------------------------------------------------------------------
OPERATOR


Your next question comes from Douglas Arthur from Morgan Stanley.


- ---------------------------------------------------------------------------
DOUGLAS ARTHUR  - MORGAN STANLEY - ANALYST


Yeah,  I'm  wondering  if you can give any kind of guidance for the year on
the Internet/Direct  Commerce loss? Obviously you're aggressively trying to
restructure that.  Secondly,  cash fell in the quarter, is that seasonal or
what  was  the   primary   reason   for  that?   And  then  going  back  to
Internet/Direct  Commerce,  a mix between ad revenues  and commerce in that
sector in the quarter would be helpful. Thanks.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


Okay.  The ad revenue  in the  segment  for  Internet/Direct  Commerce  was
essentially  about  $500,000.  The cash  decline,  we pay year-end  bonuses
post-December  31st.  The decline in our cash  balance,  which I believe is
approximately  $12  million,  reflects  year-end  cash  bonuses.  Inventory
purchases  that  take  place in the  fourth  quarter,  particularly  in the
Internet/Direct Commerce business, generally gets paid in the first quarter
of the year. You see that reflected in a lower accounts payable and accrued
liabilities. Was there a third question?


- ---------------------------------------------------------------------------
DOUGLAS ARTHUR  - MORGAN STANLEY - ANALYST


Any sense for --


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


Year-end loss?


- ---------------------------------------------------------------------------
DOUGLAS ARTHUR  - MORGAN STANLEY - ANALYST


You're trying to restructure  Internet/Direct  Commerce. It's been a source
of a lot of drain. Any ballpark guesstimate on what the operating profit or
loss could look like there for the year?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


I think somewhere in the  neighborhood of around $18 million or $20 million
is  something  you ought to be  looking  at now.  That is a long  lead-time
business,  as I've said before. Our restructuring  plans were announced and
put in place in March, the impact of that restructuring  really won't start
bearing fruit until the second  quarter -- I'm sorry , the third and fourth
quarter of this year.  Accordingly,  the losses will not be coming in quite
as dramatically as some would hope, including us.


- ---------------------------------------------------------------------------
DOUGLAS ARTHUR  - MORGAN STANLEY - ANALYST


Jim, this is probably a question you can't answer,  but if this uncertainty
lingers for a lot longer, are you going to remain on the sidelines in terms
of buying back stock here?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


I think it's  likely  that we will  remain on the  sidelines  until we have
resolution with anything with respect to our shares, yes.


- ---------------------------------------------------------------------------
DOUGLAS ARTHUR  - MORGAN STANLEY - ANALYST


Thank you.


- ---------------------------------------------------------------------------
OPERATOR


Your next question comes from Laura Richardson of Adams Harkness & Hill.


- ---------------------------------------------------------------------------
LAURA RICHARDSON  - ADAMS HARKNESS & HILL - ANALYST


Thanks. My two questions, the first one is about Kmart. I just want to make
sure,  Jim, I heard you clearly  that the revenue  decline is a function of
store closings and also some same-store declines?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


That's correct.

- ---------------------------------------------------------------------------
LAURA RICHARDSON  - ADAMS HARKNESS & HILL - ANALYST


Can you elaborate on that at all? Categories that are doing better or worse
or --


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


I'm going to let Sharon  kind of talk about some of the  details  about our
sales trends. Let me just expand on -- just clarify and expand on the store
closing  issue.  Kmart closed stores last year,  while they announced it in
March it wasn't any trend --  noticeable  impact on our trends,  because of
the sale  effort in those  stores took place in the second  quarter.  We're
comparing ourselves against  year-over-year higher store count. Again Kmart
then announced this year an additional 300 stores in January.  So there was
an impact on that as well.  Both of those  events have  caused  trends on a
total store basis to be negative.  Sharon, do you want to just maybe talk a
little bit about the trends within each category?


- ---------------------------------------------------------------------------
SHARON  PATRICK - MARTHA  STEWART  LIVING  OMNIMEDIA  -  PRESIDENT  & CHIEF
OPERATING OFFICER


I will. Hi, Laura. We were affected in first quarter by a number of factors
that made this year somewhat  different from last.  First of all, garden as
you know, last year we very much benefited by a very spring-like  condition
throughout the quarter.  This year,  weather-related  issues have very much
affected the sale of garden products, which is just only beginning to start
up. In addition,  there were certain issues related to the dock strike that
slowed down some of the inventory  receipt.  The spring reset that went off
the first of last year in January  was moved by Kmart to May this year.  So
home  domestics  was  affected by that move and again is just  beginning to
start that climb up. Again, as a result of the product changes,  there were
lower levels of advertising for the products. All this conspired to produce
these results.


- ---------------------------------------------------------------------------
LAURA RICHARDSON  - ADAMS HARKNESS & HILL - ANALYST


Okay. Thanks. That helps.


- ---------------------------------------------------------------------------
SHARON  PATRICK - MARTHA  STEWART  LIVING  OMNIMEDIA  -  PRESIDENT  & CHIEF
OPERATING OFFICER


You're welcome.


- ---------------------------------------------------------------------------
LAURA RICHARDSON  - ADAMS HARKNESS & HILL - ANALYST


Anyone who wants to answer  this,  feel free to chime in, when you read the
press release,  it sounds like the Martha  personal stock situation is, you
know, the only drag on the business. If you had to list and rank Kmart as a
factor and the challenges in the  Internet/Direct  business and the economy
and maybe the maturation of your show and your magazine,  anything else you
want to throw in there, how would you rank those things relatively in terms
of what's impacting you the most?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


I think  that's a tough  question  to really  answer and break out. I think
that's a bit of a broad question.


- ---------------------------------------------------------------------------
LAURA RICHARDSON  - ADAMS HARKNESS & HILL - ANALYST


Yeah.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


It's clearly a function of several different things,  all of which are hard
to quantify.


- ---------------------------------------------------------------------------
LAURA RICHARDSON  - ADAMS HARKNESS & HILL - ANALYST


That's why I didn't ask for specific percents. But would you agree it's not
- -- it's not just, you know, the lingering investigation but there are other
challenges? External to the Company and internal to the Company?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


You know,  there  continues to be things that work for us as Everyday  Food
and our furniture  program and there are things that don't work and we take
action  every day on those  sorts of things.  It's hard to isolate  any one
particular area.


- ---------------------------------------------------------------------------
SHARON  PATRICK - MARTHA  STEWART  LIVING  OMNIMEDIA  -  PRESIDENT  & CHIEF
OPERATING OFFICER


Well, this is Sharon, I would say the single biggest factor that's affected
our performance is the lingering lack of resolution of the Martha situation
that impacts every aspect of our business.


- ---------------------------------------------------------------------------
LAURA RICHARDSON  - ADAMS HARKNESS & HILL - ANALYST


Yeah. Okay.

Thanks.  We're all getting  sick of it dragging on.  Hopefully  some day it
will be resolved.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


Before we take the next  question,  somebody has just asked me to clarify a
remark I made regarding television  guidance.  Let me just restate what the
television guidance will be for the second quarter.  The television revenue
guidance  for  the  second  quarter  is  $6.5 to $7  million,  EBITDA  will
approximately be break even, depreciation and amortization will be $400,000
and the loss from operations will be about $400,000 for the quarter.  Thank
you.


- ---------------------------------------------------------------------------
OPERATOR


Your final question comes from David Rocker of Rocker Partners.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


Thanks very much.  Could you -- the question was asked, I'm not sure it was
answered. The Kmart disparity between what you're actually selling and what
you're  entitled  to will in fact be paid.  So you  know at least  what you
would have been  entitled  to.  Could you clarify how many dollars that is?
And secondly, -- well one at a time. Go ahead.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


In the  first  quarter,  I would  estimate  that  number  - the gap - to be
somewhere in the 2 cent range.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


2 cent range.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


It is not fully extrapolable in the year.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


The second is, I noticed you were more  aggressive  in paying down payables
from last year. Last year, total current  liabilities went down $7 million,
this year they went  down $17  million , which  obviously  had an impact on
cash. Why more aggressive at this time, doing so?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


I'm not sure that was really a conscious effort other than in certain cases
it  could  simply  be  timing  of  payments.  There  was  nothing  that was
consciously made to pay down our payables in any way quicker.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


The final thing, the overheads were about $2 million higher than last year.
And of that the Martha  Stewart  legal  issues  attributed I think you said
$1.2 million.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


That's right.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


I guess the question  is, what are you doing -- what are the other  aspects
of it? Do you have plans to reduce that consistent with the reduced size of
the operation?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


The only other  factor that  really  contributed  was our D & O  insurance,
which is a phenomenon which was renewed the beginning of the fourth quarter
last year, contributed a difference of about $800,000 in the quarter.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


The  entirety of the $2 million in essence was related to matters that were
probably related to the personal sale?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


Well, if you say the D & O is but I think that's certainly an industry wide
phenomenon not related, but nevertheless, those were the two elements.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


All right.  That would still leave the other  factors  with flat  expenses.
Relative to the prior year on the  smaller  scale  operation.  What are the
opportunities to scale the fixed costs lower?


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


We continue to take a careful  look at expenses  and  wherever we can,  you
know,  we're certainly trying to take steps to reduce those as our revenues
are pressured until the situation  resolves , I would not expect us to take
significant steps either way. Throughout the company in that area.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


We're all eager to get this behind us.


- ---------------------------------------------------------------------------
JAMES FOLLO - MARTHA STEWART LIVING  OMNIMEDIA - EXECUTIVE VICE  PRESIDENT,
CHIEF FINANCIAL OFFICER


We are.


- ---------------------------------------------------------------------------
DAVID ROCKER  - ROCKER PARTNERS


Okay. Thank you.


- ---------------------------------------------------------------------------
OPERATOR


Ladies  and  gentlemen,   this  concludes  today's  Martha  Stewart  Living
Omnimedia first quarter 2003 earnings conference call and web cast. You may
now disconnect.