SecProbe.io

June 28, 2011
 Via E-mail

Stephen J. Chesnut Senior Vice President, Finance and Risk Management        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. Chesnut:
 We have reviewed your response dated June  9, 2011 and have the following additional
comment.  In our comment, we may ask you to pr ovide 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 comment applies 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 this comment, we may 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. We read your response to our prior comment  one and your proposed disclosure with
regard to the reduction in your allowance for sales returns in the fourth quarter of 2009
which is now $3 million.  We do not believe your proposed disclosure you intend to make in the Form 10-Q for the quarter e nded June 30, 2011 is fully transparent in
describing the key changes made to your pr ocesses and systems in 2008 and 2009 or the
high return allowance at December 31, 2007.  In this regard, please ensure your
disclosure prominently addresses the following in addition to what you currently propose:

 Please specifically state you had a change in  estimate during the fourth quarter of
fiscal 2009 and indicate GAA P supports accounting for changes in estimates on a

Stephen J. Chesnut Overstock.com, Inc. June 28, 2011 Page 2

 prospective basis, and provide the full disclosures set forth in FASB ASC 250-10-50-
4.  Further, please quantify the effect of the reduction in your allowance on your
fiscal 2009 full year results.
 Discuss the specific reasons for the change in  estimate in the fourth quarter of 2009.

 Disclose the time period over which your act ual returns have differed significantly
from your estimates and discuss the impr ovements you have made to refine your
estimates. In this regard, please address the difference between your estimated and
actual returns at December 31, 2007, 2008 and 2009.

Please show us what your proposed disclosures will look like.

You may contact Robert Babula,  Staff Accountant, at 202-5 51-3339 or Donna Di Silvio,
Staff Accountant, at 202-551-3202 if you have ques tions regarding this co mment on the financial
statements and related matters.  Please cont act me at 202-551-3720 with any other questions.

Sincerely,
   /s/ Andrew D. Mew
   Andrew D. Mew
   Accounting Branch Chief