<PAGE>
      As filed with the Securities and Exchange Commission on June 10, 2002
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      MARTHA STEWART LIVING OMNIMEDIA, INC.

             (Exact name of registrant as specified in its charter)





            DELAWARE                                    52-2187059
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)


                               11 West 42nd Street
                            New York, New York 10036
                                 (212) 827-8000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                      MARTHA STEWART LIVING OMNIMEDIA, INC.
                 AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                             GREGORY R. BLATT, ESQ.
                   EXECUTIVE VICE PRESIDENT, BUSINESS AFFAIRS,
                          GENERAL COUNSEL AND SECRETARY
                      MARTHA STEWART LIVING OMNIMEDIA, INC.
                  11 West 42nd Street, New York, New York 10036
                                 (212) 827-8000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<TABLE>
<S>                            <C>                <C>                   <C>                 <C>


                                           CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------
   Title of Securities           Amount          Proposed Maximum      Proposed Maximum        Amount of
          to be                  to be          Offering Price Per    Aggregate Offering     Registration
       Registered            Registered (1)          Share (2)            Price (2)             Fee (2)
----------------------------------------------------------------------------------------------------------
Martha Stewart Living
Omnimedia, Inc Common           2,700,000           $17.475              $47,182,500           $4,340.79
Stock, par value $.01
----------------------------------------------------------------------------------------------------------
Total                           2,700,000           $17.475              $47,182,500           $4,340.79
----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Consists of Class A common shares (the "Class A Common Stock") of Martha
    Stewart Living Omnimedia, Inc. (the "Corporation" or the "Registrant") to be
    issued pursuant to the Martha Stewart Living Omnimedia, Inc. Amended and
    Restated 1999 Stock Incentive Plan (the "Plan"), together with an
    indeterminate number of shares that may be necessary to adjust the number of
    shares reserved for issuance pursuant to the Plan as a result of a stock
    split, stock dividend or similar adjustment of the outstanding Class A
    Common Stock.
<PAGE>

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933 with respect to
    shares of Class A Common Stock issuable pursuant to stock options granted
    under the Plan and based upon the average of the high and low prices of the
    Class A Common Stock of Martha Stewart Living Omnimedia, Inc. as reported on
    The New York Stock Exchange on June 7, 2002.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The contents of the Registrant's registration statement on Form S-8, previously
filed with the Commission on October 19, 1999, file number 333-89263, are hereby
incorporated into this Registration Statement by reference. This Registration
Statement is being filed pursuant to General Instruction (E) of the Form S-8
Rules under the Securities Act for the sole purpose of registering additional
securities under the Plan.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Gregory R. Blatt, who is delivering the opinion on the validity of the Shares
referred to in Item 8 hereof, is the Corporation's Executive Vice President,
Business Affairs, General Counsel and Secretary and is a full-time employee of
the Corporation. He is also eligible to participate in the Plan and receive
Shares issued thereunder.

ITEM 8. EXHIBITS.

The following exhibits are filed with or incorporated by reference into this
Registration Statement (numbering corresponds to Exhibit Table in Item 601 of
Regulation S-K):

Exhibit 5.1       Opinion of Gregory R. Blatt regarding the validity of the
                  securities being registered.

Exhibit 23.1      Consent of Gregory R. Blatt (included in Exhibit 5.1).

Exhibit 23.2      Consent of Arthur Andersen LLP, Independent Public Accountants

Exhibit 24.1      Power of Attorney (included on signature page)




<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Martha Stewart Living Omnimedia, Inc., certifies that it has
reasonable grounds to believe that it meets all the requirements for filing on
Form S-8, and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
New York, on this 10th day of June, 2002.

                      MARTHA STEWART LIVING OMNIMEDIA, INC.





                           BY: /s/ Gregory R. Blatt
                               -----------------------------
                               GREGORY R. BLATT


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory R. Blatt as his true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his
name, place and stead in any and all such capacities the Registration Statement
and any and all amendments thereto (including post-effective amendments) and any
documents in connection therewith, and to file the same with the Securities and
Exchange Commission, said attorney to have full power and authority to do and
perform, in the name and on behalf of each such officer and director who shall
have executed such a power of attorney, every act whatsoever which such attorney
may deem necessary or desirable to be done in connection therewith as fully and
to all intents and purposes as such officer or director of our company might or
could do in person.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on June 10, 2002.


               Signature                                 Title
               ---------                                 -----

          /s/ MARTHA STEWART                  Chairman of the Board and Chief
------------------------------------------    Executive Officer
Name: Martha Stewart                          (Principal Executive Officer)

           /s/ SHARON L. PATRICK              President and Chief Operating
------------------------------------------    Officer and Director
Name: Sharon L. Patrick

        /s/ JAMES FOLLO                       Executive Vice President, Chief
------------------------------------------    Financial Officer
Name: James Follo                            (Principal Financial and
                                               Accounting Officer)

           /s/ ARTHUR C. MARTINEZ                        Director
------------------------------------------
Name: Arthur C. Martinez

          /s/ DARLA D. MOORE                             Director
------------------------------------------
Name: Darla D. Moore

         /s/ NAOMI O. SELIGMAN                           Director
------------------------------------------
Name: Naomi O. Seligman

        /s/ JEFFREY W. UBBEN                             Director
------------------------------------------
Name: Jeffrey W. Ubben

<PAGE>


                                  EXHIBIT INDEX




Exhibit                         Description                     Method of Filing
Number

  5.1     Opinion of Gregory R. Blatt, regarding the            Filed herewith
          validity of the securities being registered

 23.1     Consent of Gregory R. Blatt (included in              Filed herewith
          Exhibit 5.1)

 23.2     Consent of Arthur Andersen LLP, Independent           Filed herewith
          Public Accountants

 24.1     Power of Attorney (included on signature page)        Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "y61390sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 9157}]
{"company-data": {"conformed-name": "MARTHA STEWART LIVING OMNIMEDIA INC", "cik": "0001091801", "assigned-sic": "2721", "irs-number": "522187059", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90118", "film-number": "02674651"}, "business-address": {"street1": "20 WEST 43RD STREET", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2128278000"}, "mail-address": {"street1": "20 WEST 43RD STREET", "city": "NEW YORK", "state": "NY", "zip": "10036"}}
As filed with the Securities and Exchange Commission on June 10, 2002
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      MARTHA STEWART LIVING OMNIMEDIA, INC.

             (Exact name of registrant as specified in its charter)

            DELAWARE                                    52-2187059
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                               11 West 42nd Street
                            New York, New York 10036
                                 (212) 827-8000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                      MARTHA STEWART LIVING OMNIMEDIA, INC.
                 AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                             GREGORY R. BLATT, ESQ.
                   EXECUTIVE VICE PRESIDENT, BUSINESS AFFAIRS,
                          GENERAL COUNSEL AND SECRETARY
                      MARTHA STEWART LIVING OMNIMEDIA, INC.
                  11 West 42nd Street, New York, New York 10036
                                 (212) 827-8000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------
   Title of Securities           Amount          Proposed Maximum      Proposed Maximum        Amount of
          to be                  to be          Offering Price Per    Aggregate Offering     Registration
       Registered            Registered (1)          Share (2)            Price (2)             Fee (2)
----------------------------------------------------------------------------------------------------------
Martha Stewart Living
Omnimedia, Inc Common           2,700,000           $17.475              $47,182,500           $4,340.79
Stock, par value $.01
----------------------------------------------------------------------------------------------------------
Total                           2,700,000           $17.475              $47,182,500           $4,340.79
----------------------------------------------------------------------------------------------------------
(1) Consists of Class A common shares (the "Class A Common Stock") of Martha
    Stewart Living Omnimedia, Inc. (the "Corporation" or the "Registrant") to be
    issued pursuant to the Martha Stewart Living Omnimedia, Inc. Amended and
    Restated 1999 Stock Incentive Plan (the "Plan"), together with an
    indeterminate number of shares that may be necessary to adjust the number of
    shares reserved for issuance pursuant to the Plan as a result of a stock
    split, stock dividend or similar adjustment of the outstanding Class A
    Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933 with respect to
    shares of Class A Common Stock issuable pursuant to stock options granted
    under the Plan and based upon the average of the high and low prices of the
    Class A Common Stock of Martha Stewart Living Omnimedia, Inc. as reported on
    The New York Stock Exchange on June 7, 2002.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The contents of the Registrant's registration statement on Form S-8, previously
filed with the Commission on October 19, 1999, file number 333-89263, are hereby
incorporated into this Registration Statement by reference. This Registration
Statement is being filed pursuant to General Instruction (E) of the Form S-8
Rules under the Securities Act for the sole purpose of registering additional
securities under the Plan.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Gregory R. Blatt, who is delivering the opinion on the validity of the Shares
referred to in Item 8 hereof, is the Corporation's Executive Vice President,
Business Affairs, General Counsel and Secretary and is a full-time employee of
the Corporation. He is also eligible to participate in the Plan and receive
Shares issued thereunder.

ITEM 8. EXHIBITS.

The following exhibits are filed with or incorporated by reference into this
Registration Statement (numbering corresponds to Exhibit Table in Item 601 of
Regulation S-K):

Exhibit 5.1       Opinion of Gregory R. Blatt regarding the validity of the
                  securities being registered.

Exhibit 23.1      Consent of Gregory R. Blatt (included in Exhibit 5.1).

Exhibit 23.2      Consent of Arthur Andersen LLP, Independent Public Accountants

Exhibit 24.1      Power of Attorney (included on signature page)
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Martha Stewart Living Omnimedia, Inc., certifies that it has
reasonable grounds to believe that it meets all the requirements for filing on
Form S-8, and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
New York, on this 10th day of June, 2002.

                      MARTHA STEWART LIVING OMNIMEDIA, INC.

                           BY: /s/ Gregory R. Blatt
                               -----------------------------
                               GREGORY R. BLATT

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory R. Blatt as his true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his
name, place and stead in any and all such capacities the Registration Statement
and any and all amendments thereto (including post-effective amendments) and any
documents in connection therewith, and to file the same with the Securities and
Exchange Commission, said attorney to have full power and authority to do and
perform, in the name and on behalf of each such officer and director who shall
have executed such a power of attorney, every act whatsoever which such attorney
may deem necessary or desirable to be done in connection therewith as fully and
to all intents and purposes as such officer or director of our company might or
could do in person.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on June 10, 2002.

               Signature                                 Title
               ---------                                 -----

          /s/ MARTHA STEWART                  Chairman of the Board and Chief
------------------------------------------    Executive Officer
Name: Martha Stewart                          (Principal Executive Officer)

           /s/ SHARON L. PATRICK              President and Chief Operating
------------------------------------------    Officer and Director
Name: Sharon L. Patrick

        /s/ JAMES FOLLO                       Executive Vice President, Chief
------------------------------------------    Financial Officer
Name: James Follo                            (Principal Financial and
                                               Accounting Officer)

           /s/ ARTHUR C. MARTINEZ                        Director
------------------------------------------
Name: Arthur C. Martinez

          /s/ DARLA D. MOORE                             Director
------------------------------------------
Name: Darla D. Moore

         /s/ NAOMI O. SELIGMAN                           Director
------------------------------------------
Name: Naomi O. Seligman

        /s/ JEFFREY W. UBBEN                             Director
------------------------------------------
Name: Jeffrey W. Ubben
EXHIBIT INDEX

Exhibit                         Description                     Method of Filing
Number

  5.1     Opinion of Gregory R. Blatt, regarding the            Filed herewith
          validity of the securities being registered

 23.1     Consent of Gregory R. Blatt (included in              Filed herewith
          Exhibit 5.1)

 23.2     Consent of Arthur Andersen LLP, Independent           Filed herewith
          Public Accountants

 24.1     Power of Attorney (included on signature page)        Filed herewith