Martha Stewart (search) is preparing for a TV comeback that will pay her up to $8 million a year, industry sources said.

NBC (search) is racing to put the final touches on the blockbuster deal that will put Stewart back on TV five days a week next fall — possibly replacing Jane Pauley (search) in the competitive daytime line-up.

"There is a very good possibility it could happen," said Mediaweek's Marc Berman. "Jane's show is not working, and when Martha gets out of jail, there's going to be tremendous interest in her. She's going to get a lot of attention."

The new Martha show would be produced by reality-show guru Mark Burnett (search), the brains behind "Survivor" and "The Apprentice" — but would reportedly feature the same do-it-yourself stuff that characterized her earlier TV show.

Stewart's earlier show, "Martha Stewart Living," (search) was canceled last year by Viacom, the company that distributed her show, after she was sentenced to five months in jail for obstructing justice in an insider stock-trading investigation last year.

NBC has been seriously concerned about the low-rated "Jane Pauley Show," (search) which began late last summer amid a massive promotional push.

While it was the highest-rated new talk show of the year, "Jane" debuted in more then 99 percent of the U.S. and should be drawing at least 5 million viewers a day. Instead, it's averaging between 2.5 million to 3 million — far below company estimates.

Pauley's show occupies a valuable piece of TV real estate — in many cities, including New York, it airs at 11 a.m., a peak-hour timeslot following "Ellen" and the "Today" show.

Pauley's two-year deal with NBC does not necessarily protect her from being canceled, as long as her contract is paid off.

A new NBC daytime line-up featuring Stewart would be formidable.

"'Jane' is not bringing in the numbers," says Leo Kivijarv vice president of PQ Media, a leading media research firm. "And because of the renewed interest in characters with an interesting past, [stations] could easily be willing to make the switch over.

"I wouldn't be surprised if they're looking to drop 'Jane' and this [Stewart deal] suddenly plopped into their lap."

Also part of the deal is a proposed primetime reality show — a limited-run series similar to "Survivor" and "The Apprentice."

A source close to the negotiation put the size of the deal at "more than Ellen [DeGeneris] and less than Oprah." Stewart is prohibited by federal prison rules from conducting an outside business — including the kind of negotiations that go on over a complicated deal like the one her she is on the verge of signing with NBC.

But Burnett visited Stewart not long after she entered Alderson Federal Prison Camp in West Virginia. He refused to say what the two talked about.

Officials at NBC Enterprises, the network's syndication arm that produces "Jane" and likely would oversee the new Stewart daytime show, said there's "no truth" to Martha replacing Pauley next year.

A spokeswoman for Stewart did not return calls.