SecProbe.io

December 13, 2010

By Facsimile and U.S. Mail

Mr. Patrick M. Byrne        Chief Executive Officer Overstock.com, Inc.         6350 South 3000 East        Salt Lake City, UT   84121
 Re:  Overstock.com, Inc.             Form 10-Q for the Quarterly Period Ended September 30, 2010
            Filed October 29, 2010             File No.  000-49799
Dear Mr. Byrne:
 We have limited our review of your Form 10-Q to the issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-Q for the quarterly period ended September 30, 2010

2. Accounting Policies, page 7
Sales returns allowance, page 12

1. In your letter to us dated July 9, 2010 you indi cated that you had initia ted several plans to
mitigate sales returns.  Refer to your respons e to our comment 28.  As previously noted,
your allowance for sales returns, as a per centage of revenues, has been decreasing
consistently for the past six quarters.  While the decrease in sales returns reserve at September 30, 2010 compared to December 31, 2009 may primarily be due to decreased
revenues due to seasonality, the allowance is approximate ly 2.7% of revenues for the
quarter ended September 30, 2010 as compared to 5.4% for the quarter ended September 30, 2009.  Please tell if these programs have had a lasting effect on ac tual sales returns
and explain to us the reasons for the decr ease in your allowance at September 30, 2010
compared to September 30, 2009.  Further, please ensure you update your future

Mr. Patrick M. Byrne
Overstock.com, Inc.
 December 13, 2010  Page 2

disclosure for the effects of these plans as  previously requested in our prior comment
letter dated June 11, 2010.
2. We note the allowance for returns was $6.7 million and $11.9 million at September 30,
2010 and December 31, 2009, respectively.  Please address the following:
• Please explain to us how you use actual re turn experience when you determine your
allowance for sales returns.  In this regard, tell us if you consider actual returns
subsequent to the interim or  annual period in estimating your sales return allowance
for that respective period.
• Tell us the amount of actual sales returns processed in the quarter ended March 31,
2010 which specifically related to  the fourth fiscal quarter  of 2009.  Similarly, please
carry-forward this analysis throughout each fiscal quarterly period in 2010.
• Tell us on a cumulative quarterly basis
 the difference between your estimated and
actual sales return experience versus “as in curred” by fiscal quarter beginning with
the fourth fiscal quarter ended December  31, 2009 and ending with your fiscal quarter
ended September 30, 2010.  If the cumulative difference  between your actual sales
return experience and estimated returns is significant at any quarterly point in time,
then please explain to us how you reasonabl y concluded your estimate was adequate.

6. Commitments and Con tingencies, page 17
Legal Contingencies, page 17
3. It has come to our attention through recent repor ts by several news outle ts that the People
of the State of California (“Plaintiff”) filed a lawsu it against you on November 17, 2010
seeking $15 million in fines and penalties.  Tell us if you held settlement talks with the Plaintiff at any point in time prior to the filing of th is lawsuit on November 17, 2010.  If
so, then explain in detail the nature and timing of the settlement talks and the proposed
settlement amount(s); including any counter-offer(s) made by you.  Further, please clarify
for us if you previously made any counter-offe r(s) with respect to the prior settlement
offers of $8.5 million and $7.5 million made in early 2010 by the California county district attorneys.  If so, then tell us the timing and amount(s) of the counter-offer(s)
made.  Finally, explain to us how you c oncluded your aggregate accrual for legal
contingencies of $1.2 million was adequate at  September 30, 2010.  Please be detailed in
your response.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Mr. Patrick M. Byrne
Overstock.com, Inc.
 December 13, 2010  Page 3

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Robert Ba bula, Staff Accountant, at  (202) 551-3339 or Donna Di
Silvio, Staff Accountant, at (202) 551-3202, if you have questions regarding these comments on
the financial statements and related matters.  Please contact me at (202) 551-3720 with any other questions.

Sincerely,

   Andrew Mew
   Accounting Branch Chief