IP License Agreement

                                                               Exhibit 10.3

                                                             EXECUTION COPY

                                                September 17, 2004

Martha Stewart

48 Turkey Hill Road South

Westport, Connecticut 06880

Dear Martha:

     Reference is made to that certain Intellectual Property License and

Preservation Agreement (the "IP License Agreement"), dated as of October

22, 1999, by and between Martha Stewart ("Licensor") and Martha Stewart

Living Omnimedia, Inc. (the "Company").

     This letter will confirm the agreement of Licensor and the Company

that, notwithstanding the changes in Licensor's positions and

responsibilities with respect to the Company on or after June 4, 2003,

Licensor shall be deemed to be in "Control" (as such term is used in the IP

License Agreement) for the purposes of clause (x) of the definition thereof

(1) until such time as Licensor