Item 1.01 Entry into a Material Definitive Agreement.

The information required by Item 1.01 contained in Item 5.02 below is incorporated by reference in this Item 1.01.

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2012, Martha Stewart Living Omnimedia, Inc. (the "Company") announced that Lisa Gersh will be stepping down as President and Chief Executive Officer ("CEO") of the Company. The Company and Ms. Gersh entered into a letter agreement, dated December 19, 2012, amending Ms. Gersh's employment agreement. The letter agreement provides, among other things, that Ms. Gersh will continue to serve as the Company's CEO and as a member of the Board during a transition period and that her departure will be on or before March 15, 2013. The letter agreement does not provide for any additional compensation or benefits beyond those provided for in Ms. Gersh's employment agreement. A copy of the letter agreement is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The Board has initiated a search for a new CEO.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Description

99.1 Press release dated December 19, 2012 by the Company, announcing that Lisa Gersh will be stepping down as President and CEO.

99.2 Letter Agreement dated December 19, 2012 between the Company and Lisa Gersh.

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