SecProbe.io

May 2 1, 2015

Patrick M. Byrne
Chief Executive Officer
Overstock.com, Inc.
6350 South 3000 East
Salt Lake City, Utah 84121

Re: Overstock.com, Inc.
  Registration Statement on Form S-3
Filed  April 24, 2015
  File No.  333-203607

Dear Mr. Byrne :

We have limited our review of your registration statement to those 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 by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

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

General

1. We note your intent to conduct digi tal offerings.  In this regard, we note your indication
on page 4 that you may “decide to offer shares of [y]our capital stock as digital securities,
in which case the shares of stock would be the same as any other shares of the same class
of stock.”  This  disclosure appears to be inconsistent with disclosure that appears later on
the same page where you state that “the digital securities will be their own separate class
of securities….”  Please clarify your intentions in this regard.

Risks Applicable to  Digital Securities Offerings, page 4

2. State whether the cryptographically -secured distributed ledger system to which you make
reference has been developed and is currently available to record any of the digital
securities you intend to offer.  Further, in  light of your disclosure that the ledger will
work similarly to those used to trade digital currencies, please describe how each

Patrick M. Byrne
Overstock.com, Inc.
May 2 1, 2015
Page 2

 analogous element of your distributed ledger will function.  For example, who or what
will perform the equivalent function of the distributed network participants  on the bitcoin
blockchain and how will members of the distributed network that may perform such
functions be compensated.

The private cryptographic keys representing digital securities could be stolen , page 5

3. Please discuss the risks related to proof of ownership, given the uncertified nature of the
securities and the privacy concerns discuss ed in this risk factor .

The price of our digital securities, even when we issue equity securities that rank on a parity with
our common stock, is not pegged to the value of our common stock… , page 6

4. Please explain to us how you intend to identify the price at which you will initially offer
such securities, pursuant to Item 501 of Regulation S -K.  Please also elaborate upon  your
statement on page 34 to explain how the purchase price paid for any digital securities will
be available to the public.

Description of Capital Stock, page 9

5. Please disclose whether the rights of the digital security holders will differ from the rights
of traditional  securities, as you have described here.  If the rights are expected to be
identical, please state as much.

6. We note your indication that the retail holder of shares issued as digital securities “may
vote these digital securities direc tly in substantially the same manner of other record
holders of [y]our [traditional] securities.”  Please tell us how the voting of digital
securities may differ from the voting of traditional securities, given your qualifier of
“substantially.”  In this r egard, tell us how you would expect to comply with the Federal
proxy rules with respect to any solicitation of proxies from digital security holders in
order to vote such securities at meetings of shareholders.

Digital Securities ATS, page 34

7. State whe ther any ATS has registered with the SEC to offer digital securities. In this
regard, we note your indication in your most recent Form 10 -Q for the period ending
March 31, 2015 that you are “working to develop code for the purposes of facilitating the
creation of a decentralized facility for the trading of securities.”  If you expect to be
affiliated with the ATS or the owner of the cryptographically -secured distributed ledger
system that will trade your digital securities, please state as much and elaborat e upon this
relationship.  Please also update readers on the status of your code development.

Patrick M. Byrne
Overstock.com, Inc.
May 2 1, 2015
Page 3

 8. Please state whether any broker -dealers have subscribed to the ATS to buy and sell
digital securities.  Please also elaborate upon your statement that “only certain
subscribers to the ATS may buy and sell the digital securities.”

Information Incorporated by Reference, page 35

9. Please include the Current Reports on Form 8 -Ks filed on May 5, 2015, May 6, 2015 and
May 7, 2015 and the Quarterly Report on Form 10 -Q filed on April 29, 2015 in the list of
documents incorporated into the registration statement by reference. See Item 12(a)(2) of
Form S -3.

Exhibit 5.1

10. We note counsel’s opinion with respect to the securities you have registered for offer and
sale.  With respect to those opinions that reflect counsel’s conclusion as to valid issuance,
full payment and non -assessability, please have counsel provide us with  their analysis as
to how your offer of any digital securities is reflected in these opinions.  For example, it
appears that the uncertificated nature of the digital securities being offered raises unique
considerations for counsel as it relates to their a bility to render a “validly issued” opinion.

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 Securities Act of 1933 and
all applicable Securit ies 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.

Notwithstanding our comments, in the ev ent you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
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 i ts full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the fe deral
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Patrick M. Byrne
Overstock.com, Inc.
May 2 1, 2015
Page 4

 of the fact that th ose requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stateme nt.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jennifer López, Staff Attorney, at (202) 551 -3792 or me at (202) 551 -
3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director

cc: Lowell D. Ness
 Perkins Coie LLP