EXHIBIT 10.2

                   AMENDMENT TO THE LOCATION RENTAL AGREEMENT
            AS AMENDED BY AND BETWEEN THE COMPANY AND MARTHA STEWART

            THIS SECOND AMENDMENT TO THE LOCATION RENTAL AGREEMENT, dated as of
March 15, 2004 (the "Amendment"), by and between Martha Stewart Living
Omnimedia, Inc. ("MSLO"), a Delaware corporation, and Martha Stewart
("Stewart"), a natural person (each of MSLO and Stewart, a "Party"). Capitalized
terms used in the Amendment but not defined herein shall have the meanings
provided in the Agreement.

                              W I T N E S S E T H:

      WHEREAS, the Parties wish to amend that certain location rental agreement
entered into by and between MSLO and Stewart as of October 22, 1999, as amended
(the "Agreement");

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

            1.    Section 1 of the Agreement is hereby amended to read as
                  follows:

                  "The term of this Agreement shall commence on the date hereof
      and continue until July 4, 2004, unless this Agreement is terminated
      pursuant to Section 7 hereof. "

            2.    Section 2 of the Agreement is amended by adding the following
                  to the final sentence of the Section:

                  "; provided, however, that for the period from January 1, 2004
      to July 4, 2004, MSLO shall pay a pro rata portion of the Annual Rental
      Fee in advance in six equal monthly installments of $208,333 and a final
      installment of $26,882 for the period commencing July 1, 2004 and ending
      July 4, 2004."

            3.    The Amendment shall not constitute an amendment of any
                  provision of the Agreement not expressly referred to herein.
                  Except as expressly amended hereby, the provisions of the
                  Agreement are and shall remain in full force and effect.

            4.    The Amendment may be executed by the parties hereto in
                  separate counterparts (including facsimile counterparts), each
                  of which shall be deemed to be an original, and which taken
                  together shall be deemed to constitute one and the same
                  instrument.

            5.    It is understood and acknowledged that none of the changes to
                  the Agreement effected by the Amendment and no action or
                  inaction by any party in connection therewith shall be
                  construed as a waiver of any rights of Stewart or the Company
                  arising under any agreement between Stewart and the Company or
                  under applicable law all of which are expressly reserved.

            6.    The Amendment shall be governed by, and construed and
                  interpreted in accordance with, the laws of the State of
                  Delaware, without regard to its conflict of laws or choice of
                  laws principles.

            IN WITNESS WHEREOF, the parties hereto have executed and delivered
the Amendment as of the date first above written.





                               MARTHA STEWART LIVING OMNIMEDIA, INC.

                               By:             /s/ Sharon Patrick
                                   --------------------------------------------
                                   Name Sharon Patrick
                                   Title: President & Chief Executive Officer

                                               /s/ Martha Stewart
                                   --------------------------------------------
                                   Martha Stewart