SecProbe.io

Mail Stop 3561         September 15, 2008  Patrick M. Byrne  Chief Executive Officer
Overstock.com, Inc.
6350 South 3000 East Salt Lake City, UT  84121
 Re: Overstock.com, Inc.
  Registration Statement on Form S-3
  Filed August 19, 2008   File No. 333-153087

Dear Mr. Byrne:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Exhibit 5.1

1. We note the statement in the last paragr aph of counsel’s opinion that “[t]he
opinions expressed herein are given as of the date hereof, and we undertake no,
and hereby disclaim any, obligation to advise you of any change in any matter set
forth herein.”  Please request that counsel file an opinion dated as of the effective
date or remove the disclaimer regard ing counsel’s obligation to update the
opinion.  Moreover, the disclaimer should be revised so that it is consistent with
your obligation to file updated legal opi nions at the time of each take-down.

Patrick M. Byrne
Overstock.com, Inc.
September 15, 2008 Page 2

2. The legal opinion provided to you by counsel expresses its opinion only as to the
“General Corporation Law of the State of Delaware.”  Pl ease have counsel
confirm for us in writing that the lega lity opinion concurs with our understanding
that the reference and limitation to the General Corporation Law of the State of
Delaware includes the statutory provisions and also all applicab le provisions of
the Delaware Constitution and the reported judicial cases interpreting those laws
currently in effect.  Please file th is confirmation as correspondence on the
EDGAR system.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;  ‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiated  by the Commission or any person under the
federal securities laws of the United States.

Patrick M. Byrne
Overstock.com, Inc. September 15, 2008 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Alexandra M. Ledbetter , Attorney-Advisor, at (202) 551-3317,
Ellie Bavaria, Special Counsel, at (202) 551-3238, or me at (202) 551-3725 with any questions.
      S i n c e r e l y ,

        H. Christopher Owings
Assistant Director
  cc: Thomas W. Adkins  Bracewell & Giuliani LLP  Facsimile No. (512) 479-3940