REGISTRATION RIGHTS AGREEMENT



                                     Between



                      MARTHA STEWART LIVING OMNIMEDIA, INC.



                                       and



                              CHARLES A. KOPPELMAN



                          Dated as of January 24, 2005



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            REGISTRATION RIGHTS AGREEMENT, dated as of January 24, 2005, between

MARTHA STEWART LIVING OMNIMEDIA, INC. (the "Company") and CHARLES A. KOPPELMAN

("Holder").



            WHEREAS, pursuant to the terms of a Consulting Agreement, dated as

of the date hereof (the "Consulting Agreement"), the Corporation has agreed,

subject to certain terms and conditions, to grant to Holder (i) 50,000

restricted shares of Class A Common Stock, par value $.01 per share, of the

Company (the "Class A Stock"), and (ii) options to purchase 200,000 shares of

Class A Stock; and



            WHEREAS, in connection with the execution of the Consulting

Agreement, the parties hereto desire to enter into this Agreement granting

Holder certain rights to registration of shares of Class A Stock;



            NOW, THEREFORE, in consideration of the premises and mutual

covenants and obligations hereinafter set forth, the parties hereto agree as

follows:



1. Certain Definitions.



            As used in this Agreement, the following terms shall have the

meanings ascribed to them below:



            "Commission" shall mean the Securities and Exchange Commission or

any other federal agency then administering the Securities Act and other federal

securities laws.



            "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, or any successor federal statute, and the rules and regulations of the

Commission thereunder, all as the same shall be in effect at any time.



            "Person" shall mean any natural person, corporation, partnership,

firm, association, trust, government, governmental agency or other entity,

whether acting in an individual, fiduciary or other capacity.



            "Registrable Securities" shall mean any shares of Class A Stock held

by Holder, including 500,000 shares purchased from ValueAct Capital Partners, LP

on September 30, 2004 and shares issuable upon exercise of options to purchase

Class A Stock or hereafter acquired by Holder (and any shares issued upon any

subdivision, combination or reclassification of such shares or any stock

dividend in respect of any of such shares).



            "Securities Act" shall mean the Securities Act of 1933, as amended,

or any successor federal statute, and the rules and regulations of the

Commission thereunder, all as the same shall be in effect at any time.



<PAGE>



2. Registration Under Securities Act, etc.



      2.1. Demand Registrations.



            (a) At any time Holder shall have the right to require the Company

to file a registration statement under the Securities Act covering all or part

of the Registrable Securities, by delivering a written request therefor to the

Company specifying the number of Registrable Securities to be included in such

registration by Holder and the intended method of distribution thereof. The

request pursuant to this Section 2.1(a) is referred to herein as a "Demand

Registration Request," and the registration requested is referred to herein as a

"Demand Registration."



            (b) The Company shall, as expeditiously as possible following a

Demand Registration Request, use its commercially reasonable efforts to (A)

effect such registration under the Securities Act of the Registrable Securities

which the Company has been so requested to register, for distribution in

accordance with such intended method of distribution, and (B) if requested by

Holder, obtain acceleration of the effective date of the registration statement

relating to such registration.



            (c) The registration right granted to Holder in Section 2.1(a) is

subject to the following limitations: (i)(x) the Company shall not be required

to effect more than one effective registrations under Section 2.1(a) for Holder;

and (ii) if the Board of Directors of the Company, in its good faith judgment,

determines that any registration should not be made because it would materially

interfere with any material financing, acquisition, corporate reorganization or

merger or other transaction involving the Company or any of its subsidiaries or

would otherwise be seriously detrimental to the Company and its subsidiaries (a

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