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:   MAY 10, 2004

DATE OF EARLIEST EVENT REPORTED:    MAY 7, 2004

                      MARTHA STEWART LIVING OMNIMEDIA, INC.
             (Exact name of registrant as specified in its charter)

   DELAWARE                        001-15395                    52-2187059
(State or other            (Commission File Number)          (I.R.S. Employer
jurisdiction of                                           Identification Number)
incorporation or
 organization)

                               11 WEST 42ND STREET
                               NEW YORK, NY 10036
                    (Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:               (212) 827-8000

Item 7.     Financial Statements and Exhibits.

            (c) Exhibit

            The following transcript of Martha Stewart Living Omnimedia, Inc.'s
May 7, 2004 earnings conference call is included as an exhibit to this report
furnished pursuant to Item 12:

            Exhibit 99.1 Martha Stewart Living Omnimedia, Inc. Transcript of May
7, 2004 Earnings Conference Call.

Item 12.    Results of Operations and Financial Condition.

            On May 7, 2004, the Registrant held an earnings conference call
relating to its financial results for the first quarter of 2004. The full
transcript of the call is attached hereto as Exhibit 99.1 to this report.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.

      Dated: May 9, 2004


                                MARTHA STEWART LIVING OMNIMEDIA, INC.


                                By:    /s/ James Follo
                                   ------------------------------
                                   James Follo
                                   Executive Vice President, Chief Financial and
                                   Administrative Officer

                                Index of Exhibits



Exhibit No.       Description
- -----------       -----------
               
99.1              Martha Stewart Living Omnimedia, Inc. - Transcript of May 7,
                  2004 Earnings Conference Call.