SecProbe.io

September 6, 2013

Via E -mail
Mr. Robert P. Hughes
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-K for the Fiscal Year Ended December 31, 2012
Filed February 21, 2013
Definitive Proxy Statement filed on Schedule 14A
Filed March 20, 2013
File No. 0 -49799

Dear Mr. Hughes :

We have reviewed  your filing s and have the following 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 s, by
providi ng the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis o f Financial Condition and Results of
Operations, page 34

Revenue, page 43

1. We read your disclosure, “[ t]he primary reason for the increase in total revenue for the
year ended December 31, 2012 was an increase of 10% in average order size, from $123
to $13 5, primarily due to a sales mix shift into more home and garden products, partially
offset by a decrease of 3% in customer orders due to lower conversion rates compared to
last year.”  We also note increases in direct and fulfillment gross margins for the year
ended December 31, 2012 when compared to the same period in 2011 are primarily due

Mr. Robert P. Hughes
Overstock.com
September 6 , 2013
Page 2

 to shifts in the sales mix into higher margin home and garden products.  Explain to us and
disclose if the shift in product mix is an evolving trend in your business mo del.  In this
regard, explain to us and disclose if you intend on focusing your business on higher end
merchandise with larger margins.

2. Accounting Policies, page F -6

Club O loyalty program, page F -13

2. Refer to your disclosure, “ [W]e recognize revenue for Club O reward dollars when
customers redeem their reward dollars as part of a purchase at our Website. We recognize
other  income when Club O reward dollars expire or the likelihood of reward dollars being
redeemed by a customer is remote ("rewa rd dollar breakage"). Due to the  program's short
history, currently no reward dollar breakage is recognized until the reward dollars expire .
However, in the future we plan to recognize such  breakage based upon historical
redemption patterns.”    We note fro m footnote 19 you recognized other income related to
gift card and Club O rewards breakage of $3.3 million in fiscal 2012, which was
substantially in excess of the fiscal 2011 breakage amount of $0.9 million.  Tell us and
disclose the amount of breakage re lated to the Club O rewards program.  Also, tell us if
the Club O rewards breakage in fiscal 2012 was entirely related to expiring reward
dollars.  In this regard, explain to us and disclose in your footnote why the Club O reward
breakage increased substan tially in fiscal 2012.  Further, we note from your website that
reward points expire only when participation in the Club O membership expires.  Lastly,
there are no reasons provided in your Other Income MD&A discussion on page 48 for the
increase in Club O  breakage.  Please revise your MD&A discussion to explain the
reasons behind the significant increase in Club O rewards breakage.

3. Please tell us the significance of revenues earned from your co -branded credit card
agreement and your evaluation of the a pplicability of Rule 5.03 of Regulation S -X
regarding separate reporting of revenues and costs of revenues from  services and other
revenues.  Also, please expand your disclosure in future filings to disclose the estimated
life of the credit card relationsh ip.

11. Deferred Revenue, page F -21

4. Tell us and disclose the nature of other deferred revenue totaling $2.6 million as of
December 31, 2012.

20. Income Taxes, page F -34

5. Explain to us and disclose what comprises other in your statutory to effective inco me tax
rate reconciliation.

Mr. Robert P. Hughes
Overstock.com
September 6 , 2013
Page 3

 Defin itive Proxy Statement filed on Schedule 14A

Executive Compensation, page 18

Compensation Discussion and Analysis, page 18

Elements of Compensation, page 21

6. It is unclear how the bonus amount to be paid to each named executive officer was
determined.   You indicate that the awards are discretionary, but also reference the
achievement of “plan objectives” and state that the awards generally “were not based on
subjective factors.” Please revise to clarify how the bonus amount paid to each named
executive officer was determined.   If an award was made in the Compensation
Committee’s discretion, please discuss the factors considered by the committee in making
its det ermination.   In addition, please disclose the actual Measurement Amount achieved
in 2012.

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 the information the Se curities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in re sponse 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 federal securities  laws of the United States.

Mr. Robert P. Hughes
Overstock.com
September 6 , 2013
Page 4

 You may contact  Robert Babula , Staff Accountant , at (202) 551 -3339  or Donna Di
Silvio , Staff Accountant , at (202) 551 -3202  if you have questions regarding comments on the
financial statements and related matters.  Please contact Scott Anderegg , Staff Attorney , at (202)
551-3342  or Lilyanna Peyser , Staff Attorney , at (202) 551 -3222  if you have questions regarding
any other comments.  You may  contact me at (20 2) 551 -3720  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief