AMENDMENT TO THE EMPLOYMENT AGREEMENT AS AMENDED

                  BY AND BETWEEN THE COMPANY AND MARTHA STEWART



            AMENDMENT, dated as of March 15, 2004 (this "Amendment") to the

Employment Agreement, dated October 22, 1999, as amended (the "Agreement"), by

and between Martha Stewart Living Omnimedia, Inc. (the "Company"), a Delaware

corporation, and Martha Stewart (the "Executive"). Capitalized terms used in

this 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 hereto entered into the Agreement in connection

with the Company's initial public offering;



            WHEREAS, the Executive was the founder of the Company's predecessor

entity and has been instrumental in the growth of the Company since its

inception;



            WHEREAS, until June 4, 2003, the Executive served as the Company's

Chairman of the Board and Chief Executive Officer;



            WHEREAS, on June 4, 2003, the Executive voluntarily resigned as

Chairman of the Board and Chief Executive Officer of the Company and the parties

agreed to the Executive's continuation of her employment with the Company as its

Chief Creative Officer;



            WHEREAS, on March 15, 2004, the Executive voluntarily resigned her

positions as a director and Chief Creative Officer of the Company and assumed

the position of Founding Editorial Director;



            WHEREAS, the Company recognizes that the Executive's creative

talents and contributions to the Company are unique and have been integral to

the success of the Company and that continuing to have the benefit of

Executive's unique creative talents and contributions is in the best interests

of the Company and its shareholders;



            WHEREAS, the parties agree that it is in the best interests of the

Company and its shareholders for the Executive to continue her employment with

the Company as its Founding Editorial Director, a non-officer position; and



            WHEREAS, the parties desire to amend the Agreement to reflect the

changes in the Executive's position and responsibilities;



            NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

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