SecProbe.io

Mail Stop 3561
October 23, 2015

Dr. 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  September 25, 2015
  File No.  333-207141
  Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 12, 2015
  File No. 000 -49799

Dear Dr. Byrne :

We have  reviewed your filing s and have the following  comments.  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.

With regard to our  comments on your registration statement, p lease respond to this letter
by amending your registration statement and providing the requested information .  With regard
to our comment on your Form 10 -K, please respond to this comment  within ten busine ss days by
providing the requested information or advis e us as soon as possible when you will respond.  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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -3

Selling Stockholders, page 8

1. Please disclose the natural pe rson or persons or public company that exercise the sole or
shared voting and/or dispositive powers with respect to the shares to be offered by
SpeedRoute Technologies, Inc .  For guidance, please consider Question  140.02 of our

Patrick M. Byrne
Overstock.com, Inc.
October 23, 2015
Page 2

 Regulation S -K Compliance and  Disclosure Interpretations located on our  website at
www.sec.gov.

2. If any selling stockholder  is a broker -dealer,  please state that the selling stock holder is an
underwriter.  If any selling stockholder  is an affiliate of a broker -dealer, please state
whether the selling stockholder  purchased the  securities in the ordinary course of
business and at the time of the purchase of the securities  to be resold had no agreements
or understandings, directly or indirectly, with any person to  distribute the securitie s.  If a
selling stockholder is unable to provide these representations,  then the prospectus should
state that the selling security holder is an underwriter.

3. We will coordinate  any request for acceleration of effectiveness for this registration
statement with resolution of all comments regarding the Form 10 -K review. Please
confirm your understanding in this regard.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 15. Exhibits, Financial Statement Schedules

Notes to Consolidated Financial Stat ements

19. Income Taxes, page 102

4. We note the line item in your rate reconciliation titled “Adjustment to reserves in prior
years,” as well as footnote (1) where you disclose that it relates to the effects of
reconciling income tax amounts in your consol idated financial statements to your tax
returns and reductions to NOLs from previous acquisitions.  Please tell us more about
these adjustments and quantify the significant components of the aggregate adjustment.
With respect to your reconciliation of amo unts in your GAAP financial statement to your
tax returns, please tell us why each of the significant changes were necessary, and
whether the changes were due to new information that became available subsequent to
the reporting date of your previously issu ed financial statements.  With respect to the
reductions to NOLs from previous acquisitions, please tell us what drove these
reductions, what information you used in making that determination and when the
information became available to you.  Please be det ailed in your response and cite
relevant U.S. GAAP to support your explanations.

Patrick M. Byrne
Overstock.com, Inc.
October 23, 2015
Page 3

 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 193 3, the
Securities Exchange Act of 1934  and all applicable Securities  Act and 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the co mpany
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 comments 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.

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
of the fact that those 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 statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

In responding to our comment on the Form 10 -K listed above, 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 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 Commiss ion or any person under the federal securities laws of the United States.

Patrick M. Byrne
Overstock.com, Inc.
October 23, 2015
Page 4

 You may contact Jarrett Torno, Staff Accountant , at 202-551-3703  or Jennifer
Thompson, Accounting Branch Chief  at 202-551-3737  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Michael Kennedy,
Staff Attorney,  at 202-551-3832, Lisa Kohl, Legal Branch Chief, at 202 -551-3252  or me at 202-
551-3720  with any other questions.

Sincerely,

 /s/ Lisa M. Kohl for

 Mara L. Ransom
Assistant Director
Office of Consumer Products