Form 4 TOWEY GAEL A For: Sep 21 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TOWEY GAEL A

(Last)

(First)

(Middle)

11 WEST 42ND STREET

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARTHA STEWART LIVING OMNIMEDIA INC [MSO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Creative Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01	09/21/2009		S		12,500	D	$ 7.7277 ⁽¹⁾	137,785	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 1.96

⁽²⁾

02/28/2019

Class A Common Stock, par value $0.01

22,500

Stock Options (Right to Buy)

$ 7.04

⁽³⁾

03/03/2018

Class A Common Stock, par value $0.01

100,000

Stock Options (Right to Buy)

$ 6.78

08/09/2006

08/09/2012

Class A Common Stock, par value $0.01

21,000

Explanation of Responses:
1. The range of prices for the shares of Class A Common Stock sold on this day is from $7.70 to $7.78. Mrs. Towey undertakes that she will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of shares of Class A Common Stock sold at each separate price.
2. This option vests ratably on each of the first, second, third and fourth anniversaries of the date of the grant, which is March 2, 2009.
3. 33% of this option vested and became exercisable on June 15, 2009. 33% of this option will vest and become exercisable on July 15, 2010, and 34% will vest and become exercisable on August 15, 2011.
Remarks: Exhibit 24.1: Power of Attorney

	/s/ Margo Drucker, attorney-in-fact for Gael Towey	09/22/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

    The undersigned, being a person or entity subject to the reporting
obligations of the Securities and Exchange Act of 1934, as amended (the "Act"),
due to or with respect to his, her or its ownership of securities of Martha
Stewart Living Omnimedia, Inc. (the "Corporation"), hereby constitutes and
appoints each of Kelli Turner, Allison Jacques, Margo Drucker, and their
respective designees, as the undersigned's true and lawful attorney-in-fact and
agent to complete and execute any and all forms or filings as such attorneys
shall in their discretion determine to be required or advisable pursuant to the
Act, other state or federal laws, the rules and regulations promulgated
thereunder, or any successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities of the
Corporation, and to take all actions necessary in order to file such forms with
the Securities and Exchange Commission, any governmental office or agency, any
securities exchange or national association, or any other person or agency as
such attorney shall deem appropriate.  The undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents shall do or cause to be done
by virtue hereof.

    This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to make any filings with respect to the
undersigned's holdings of and transactions in securities issued by the
Corporation unless earlier revoked by the undersigned in a writing delivered to
the foregoing attorneys-in-fact.

    This Limited Power of Attorney is executed as of the date set forth below.

/s/ Gael Towey
Signature

Gael Towey
Type or Print Name

Sept. 21, 2009
Date

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