SecProbe.io

CORRESP
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  6350 South 3000 East

  801.947.3100 phone

  Salt Lake City, Utah 84121

  801.944.4629 fax

August 18,
2010

H. Christopher Owings

Assistant Director

United States Securities and
Exchange Commission

Division of Corporation
Finance

Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549

  Re:

  Overstock.com, Inc.

  Registration Statement on
  Form S-1

  Filed June 17, 2010

  File No. 333-166871

  Form 10-K for the
  Fiscal Year Ended December 31, 2009

  Filed March 31, 2010

  Form 10-Q for the
  Fiscal Quarter Ended June 30, 2010

  Filed August 5, 2010

  File No. 000-49799

Dear Mr. Owings:

Set forth below are the
responses of Overstock.com, Inc. (the “Company,” “we” “us” or “our”), to comments received from the
staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by letter dated August 12,
2010, with respect to the Company’s Form S-1 initially filed with the
Commission on May 14, 2010, File No. 333-166871 (the “Registration Statement”).

For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in
bold, italicized text.

Registration Statement on Form S-1

1.                                      Please
revise your incorporation by reference section to include your Form 10-Q
for the fiscal quarter ended June 30, 2010.

In
response to the Staff’s comment, we confirm that we will include our Form 10-Q
for the quarter ended June 30, 2010 in the incorporation by reference
section of our Form S-1in our next amendment.

Form 10-Q for the Quarter
Ended June 30, 2010

2.                                      Please
refer to your disclosure of the Ohio Department of Taxation matter where you
state you received a letter of determination in which you owe $612,784 in
taxes, interest and penalties as of June 30, 2009. Please revise your
disclosure to update the status and related amount through the current period,
or advise.

In
response to the Staff’s comment, we advise you that there has been no material
change in the status of this matter or the amount of the determination
specified since the date the Ohio Department of Taxation sent us the initial
letter as of June 30, 2009.

3.                                      Please
tell us and disclose your accounting policy for legal fees and clarify if your
accrual for $1.1 million includes these fees.
Refer to FASB ASC 450-20-S50-2.

In
response to the Staff’s comment, we do not accrue legal fees expected to be
incurred in connection with loss contingencies. We record legal fees as
incurred. We propose to disclose in future filings our accounting policy for
legal fees as follows:

The Company expenses legal fees
as incurred.

In further response to the
Staff’s comment, the accrual for $1.1 million does not include any accrual for
legal fees.

4.                                      Please
expand your disclosure of the class action filed on March 10, 2009 to
state the amount of damages sought. Refer to FASB ASC 450-20-55-36.

In response to the Staff’s
comment, the class action filed March 10, 2009 does not specify a specific
amount of damages nor does it specify an ad damnum
amount.  We believe the disclosure
accurately reflects the material aspects of this matter.

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Please direct any questions
that you have with respect to the foregoing to the undersigned at (801)
947-3242.

  Very truly yours,

  /s/ Stephen J. Chesnut

  Stephen J. Chesnut

  Senior Vice President,
  Finance and Risk Management

  Overstock.com, Inc.

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