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: October 27, 2005

                Date of earliest event reported: October 27, 2005

                      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                 (Zip Code)
               Offices)

      Registrant's telephone number, including area code: (212) 827-8000
                                                          --------------

                                 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:

[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e"4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 2.02. Results of Operations and Financial Condition.

      On October 27, 2005, the Registrant issued a press release relating to its
financial results for the third quarter of 2005. The full text of the press
release is attached hereto as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibit     Description

      99.1        Martha Stewart Living Omnimedia, Inc. Press Release dated
                  October 27, 2005.





                                   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.
                                (Registrant)

Date: October 27, 2005                By: /s/ John R. Cuti
                                         --------------------------------------
                                          John R. Cuti
                                          Secretary and General Counsel




INDEX OF EXHIBITS

(d)   Exhibit     Description

      99.1        Martha Stewart Living Omnimedia, Inc. Press Release dated
                  October 27, 2005.