8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of report: November 22, 2005

               Date of earliest event reported: November 21, 2005

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

          DELAWARE                     005-15395                 52-2187059
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(State or Other Jurisdiction        (Commission File            (IRS Employer
      of Incorporation)                  Number)             Identification No.)

    11 WEST 42ND STREET NEW YORK, NY                               10036
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(Address of Principal Executive Offices)                         (Zip Code)

       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 1.01. Entry into a Material Definitive Agreement.

Effective November 21, 2005, Martha Stewart Living Omnimedia, Inc. entered into
an employment letter agreement, which is filed as an exhibit to this Form 8-K,
with Sheraton S. Kalouria, its President of Television. The agreement provides
for a base salary of $475,000 per annum; an annual target bonus of 70% of the
base salary, with a guarantee of not less than $150,000 for 2005; a grant of
20,000 shares of restricted stock under the company's Amended and Restated 1999
Stock Incentive Plan, subject to certain vesting restrictions; and reimbursement
for relocation expenses, subject to a maximum. In addition, Mr. Sheraton has
been designated as a participant in the company's 2005 Executive Severance Pay
Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT        DESCRIPTION
- -------        -----------
 10.1          Employment Letter Agreement between Martha Stewart Living
               Omnimedia, Inc. and Sheraton S. Kalouria.

SIGNATURES

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

                                         MARTHA STEWART LIVING OMNIMEDIA, INC.
                                         (Registrant)

Date: November 22, 2005                  By: /s/ John R. Cuti
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                                             John R. Cuti
                                             General Counsel

EX-10.1

                                  EXHIBIT 10.1

November 15, 2005

Mr. Sheraton S. Kalouria
[address]

Dear Sheraton:

     We are very pleased and excited to extend an offer to you to join Martha
Stewart Living Omnimedia, Inc ("MSO") as described below:

1)   POSITION: You will serve in a full-time capacity as an MSO employee with
     the title of President- Television, subject to review on an annual basis.

2)   TERM: You shall begin work on, November 21, 2005 and your employment shall
     continue until terminated by either you or MSO (the "Term"), subject to the
     terms of paragraph 13 entitled "Severance".

3)   DUTIES: During the Term, you will devote your full business time, attention
     and energies to the performance of duties included in the attached job
     description (to be delivered at a later date) and such other duties as may
     be reasonably assigned to you and which are consistent with your titles. In
     performing your duties you will report directly to the President and Chief
     Executive Officer. It will be your responsibility to keep that office
     informed on a timely basis and as directed on your progress with respect to
     your duties hereunder.

4)   COMPENSATION: You will be paid a salary at the annual rate of not less than
     $475,000, payable as earned, in 26 equal payments of $18,269.23 in
     accordance with MSO's standard payroll practices for salaried employees.
     Your MSO compensation level is Grade 39. In a manner consistent with other
     MSO senior executives, you will be eligible for salary increases based upon
     your performance, the performance of the Television division and the
     performance of MSO as the then-current policies of MSO provide for
     executives at your level.

5)   BONUS: Provided you continue to be employed by MSO at the time annual
     bonuses are paid, you will be eligible for an annual target bonus of 70% of
     your base salary, pursuant to Company policies. In general, your bonus will
     be determined based upon MSO's customary practices in effect from time to
     time with respect to bonus determination for executives of comparable
     level, and is based upon an evaluation of your performance as President-
     Television, as well as the performance of MSO and the performance of the
     Television division against certain goals and targets as determined by the
     Company. Your 2005 bonus is guaranteed in the amount of $150,000 and will
     be paid in accordance with MSO's regular bonus payment practices (estimated
     to be in late February 2006).

6)   BENEFITS: You will be eligible for all employment benefits provided by MSO
     subject to the terms and conditions of any relevant benefits plan document
     and MSO's then-current policy (which may be changed by MSO from time to
     time), which presently entitles you to coverage as of your first day of
     work.

7)   RELOCATION: MSO shall reimburse you for actual and reasonable relocation
     expenses incurred by you in connection with your relocation to the New York
     City area in an amount not to exceed $200,000, to cover moving, airfare,
     realtor and real estate closing costs for selling and buying. In addition,
     MSO shall reimburse you for actual and reasonable temporary housing costs
     of up to twelve (12) months at an amount not to exceed $6,000 per month.
     For relocation expenses reimbursed, that are deemed taxable to you, MSO
     will pay you an additional amount which, net of taxes, is equal to taxes
     you would pay on such taxable income (assuming a 40% tax rate).



8)   LONG-TERM INCENTIVE PLANS: As of your start date, you will be granted
     20,000 shares of restricted stock (the "Award") under the Amended and
     Restated 1999 Stock Incentive Plan (the "Plan"). The Award represents the
     right to receive shares of MSO Class A common stock on the respective
     vesting dates. The Award will vest over three years, with thirty-three
     percent (33%) vesting on your first anniversary, thirty-three percent (33%)
     vesting on your second anniversary, and the remaining thirty-four percent
     (34%) vesting on your third anniversary. You must be employed by MSO on the
     respective vesting date in order to receive that portion of the Award,
     subject to 2005 Executive Severance Pay Plan. You will be eligible for any
     annual employee stock grants beginning in 2007.

9)   VACATION: You will be entitled to four (4) weeks paid vacation annually in
     accordance with company policy for Executives.

10)  CONFIDENTIALITY: You agree to sign the MSO confidentiality agreement upon
     hire. While we consider that agreement to be essential and enforceable we
     will allow you to solicit your Executive Assistant should your employment
     end at MSO.

11)  AT WILL STATUS: You specifically understand and agree that your employment
     hereunder shall be at all times on an "at will" basis, meaning that either
     you or MSO can terminate your employment at any time and for any reason,
     with or without cause or notice, and nothing contained herein shall be
     construed as establishing any other relationship between you and MSO,
     subject to the terms of paragraph 13 entitled "Severance"..

12)  WORK FOR HIRE: As an MSO employee, you will be part of a team of highly
     talented individuals, whose creative contributions are an integral part of
     MSO's success as a company. Accordingly, you acknowledge and agree that MSO
     has specially ordered and commissioned any and all results and proceeds of
     your services hereunder (the "works") as works-made-for-hire under the
     United States copyright Act and all similar laws throughout the world (the
     "Act"), and that MSO shall be deemed the sole author and owner of all
     right, title and interest in the Works in any an all languages, formats and
     media, whether now known or hereafter created, throughout the world in
     perpetuity (the "Rights"). If the Works or any part of the Works are not
     deemed works-made-for-hire under the Act, you hereby irrevocably grant and
     assign the Rights exclusively to MSO. You hereby waive any so-called moral
     rights of authors and other similar rights in connection with the Works.
     You acknowledge and agree that MSO is not under any obligation to use the
     Works, and may exploit, reproduce, distribute, make derivative works of,
     alter or edit the Works or combine the Works with other materials, in any
     media whether now known or hereafter created throughout the world, in MSO's
     sole discretion, free of any obligation to you whatsoever, financial or
     otherwise. You hereby waive the right to seek or obtain any injunctive or
     other equitable relief in connection with MSO's exploitation of the Works
     and any Rights therein. You agree that upon any termination of your
     employment, you will immediately turn over any and all of the Works in your
     possession to MSO. You irrevocably grant to MSO the perpetual non exclusive
     right to use and authorize others to use your name, biographical
     information, photograph, and likeness (in each case in a form approved by
     you) in connection with any use of the Works and/or in connection with your
     employment with MSO. You represent and warrant that you have the right to
     perform your services for MSO and to grant the Rights in the Works to MSO,
     and that, to the best of your knowledge, the Works will be original with
     you, and neither the Works, nor MSO's exercise of any of the Rights, shall
     violate or otherwise conflict with the rights of any person or entity.

13)  SEVERANCE: You will be a participant in the attached 2005 Executive
     Severance Pay Plan.

14)  MISCELLANEOUS: MSO will supply you with an Executive Assistant, a
     Blackberry, and a Laptop Computer.

     We hope that you find the foregoing terms acceptable. You may indicate your
agreement with these terms and accept this offer by signing this letter as well
as the confidentiality agreement and returning them to me.



     Sheraton, all of us are very excited at the prospect of having you on the
Martha Stewart Living Omnimedia team. We think that you will enjoy our highly
creative and collaborative atmosphere, and we know that we will enjoy having you
here.

                                         Very truly yours,

                                         /s/ Laura Schmidt
                                         --------------------------------------
                                         Laura  Schmidt
                                         Vice President, Human Resources
                                         Martha Stewart Living Omnimedia, Inc.

ACCEPTED AND AGREED:

/s/ Sheraton S. Kalouria
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Sheraton S. Kalouria

Date: November 21, 2005
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