UNITED STATES
                       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: August 3, 2004
                 Date of Earliest Event Reported: August 3, 2004

                      MARTHA STEWART LIVING OMNIMEDIA, INC.
               (Exact Name of Registrant as Specified in Charter)

        Delaware                 001-15395               52-2187059
     (State or Other      (Commission File Number)      (IRS Employer
     Jurisdiction of                                 Identification No.)
     Incorporation)

                               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, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibit Description

99.1 Martha Stewart Living Omnimedia, Inc. Press Release, dated August 3, 2004.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 3, 2004, the Registrant issued a press release relating to its
financial results for the second quarter of 2004. The full text of the press
release 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 its behalf by the
undersigned hereunto duly authorized.

Dated: August 3, 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. press release, dated August 3, 2004.