SecProbe.io

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     BED BATH & BEYOND, INC.

    433 W. Ascension Way, 3rd Floor

    Murray, Utah  84123

    August 14, 2026

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporate Finance

    Office of Trade & Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:  Rucha Pandit

          Re:

            Bed Bath & Beyond, Inc.

    Registration Statement on Form S-3 (File No. 333-297979)

    Request for Acceleration of Effective Date

    Ladies and Gentlemen:

    Bed Bath & Beyond, Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the
      effective date of the above-captioned Registration Statement, to 5:00 p.m., Eastern Time, on Tuesday, August 18, 2026, or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

    We would appreciate it if, as soon as the above-captioned Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP, legal counsel to the Registrant, at
      (212) 839-5444.

            Sincerely,

            Bed Bath & Beyond, Inc.

            By:

            /s/ Brian LaRose

            Brian LaRose

            Chief Financial Officer

            cc: Michael P. Heinz, Sidley Austin LLP

CORRESP
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      BED BATH & BEYOND, INC.

      433 W. Ascension Way, 3rd Floor

      Murray, Utah  84123

        August 14, 2026

        VIA EDGAR

        United States Securities and Exchange Commission

        Division of Corporation Finance

        Office of Trade & Services

        100 F. Street, N.E.

        Washington, D.C. 20549

         Attention:  Rucha Pandit

        Re: Bed Bath & Beyond, Inc.

        Registration Statement on Form S-3 (File No. 333-297978)

        Request for Acceleration of Effectiveness

        Ladies and Gentlemen:

        In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Bed
          Bath & Beyond, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-3 (File No. 333-297978) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement
          shall become effective at 5:00 p.m. Eastern time on August 18, 2026, or as soon thereafter as practicable.

        The Company acknowledges that its request for acceleration will be deemed to confirm its awareness of its obligations under the Securities
          Act.

        The Company requests that notification of such effectiveness be made by telephone call to Lindsey A. Mills of Latham & Watkins LLP,
          legal counsel to the Company, at (212) 906-1890.

                  Very truly yours,

                Bed Bath & Beyond, Inc.

                By:   /s/ Brian LaRose

                Name: Brian LaRose

                Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2026

Brian LaRose
Chief Financial Officer
BED BATH & BEYOND, INC.
433 W. Ascension Way, 3rd Floor
Murray, Utah 84123

 Re: BED BATH & BEYOND, INC.
 Registration Statement on Form S-3
 Filed August 5, 2026
 File No. 333-297979
Dear Brian LaRose:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Mike Heinz
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2026

Brian LaRose
Chief Financial Officer
BED BATH & BEYOND, INC.
433 W. Ascension Way, 3rd Floor
Murray, Utah 84123

 Re: BED BATH & BEYOND, INC.
 Registration Statement on Form S-3
 Filed August 5, 2026
 File No. 333-297978
Dear Brian LaRose:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lindsey A. Mills
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 BED BATH & BEYOND, INC.
 433 W. Ascension Way, 3 rd Floor
 Murray, Utah  84123

 January 28, 2026

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-6010

 Re:

 Bed Bath & Beyond, Inc.

 Registration Statement on Form S-4
 File No. 333-292622

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the
 effective date of the above-referenced registration statement on Form S-4 (the “ Registration Statement ”) of Bed Bath & Beyond, Inc., so that such
 Registration Statement will be declared effective as of 5:00 p.m. Eastern Time on January 30, 2026, or as soon thereafter as practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins
 LLP, by calling Benjamin Cohen at (212) 906-1623 or, in his absence, Lindsey Mills at (212) 906-1890.

 Thank you for your assistance in this matter.

 Very truly yours,

 BED BATH & BEYOND, INC.

 By:

 /s/ Melissa H. Smith

 Name:

 Melissa H. Smith

 Title:

 General Counsel and Corporate Secretary

January 15, 2026
Adrianne Lee
President and Chief Financial Officer
Bed Bath & Beyond, Inc.
433 W. Ascension Way, 3rd Floor
Murray, UT 84123
Re:Bed Bath & Beyond, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-41850
Dear Adrianne Lee:
            We have completed our review of your filing. We remind you that the company and 
its management are responsible for the accuracy and adequacy of their disclosures, 
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

January 15, 2026
Marcus A. Lemonis
Chief Executive Officer
BED BATH & BEYOND, INC.
433 W. Ascension Way, 3rd Floor
Murray, Utah 84123
Re:BED BATH & BEYOND, INC.
Registration Statement on Form S-4
Filed January 8, 2026
File No. 333-292622
Dear Marcus A. Lemonis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Benjamin Cohen

CORRESP
 1
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 Document Bed Bath & Beyond, Inc. 433 W. Ascension Way, 3rd Floor Murray, Utah 84123 January 7, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Keira Nakada and Lyn Shenk Re:        Bed Bath & Beyond, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-41850 Dear Ms. Nakada and Mr. Shenk: We respectfully set forth below our response to the comment of the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) communicated in its letter addressed to Adrianne Lee, President and Chief Financial Officer of Bed Bath & Beyond, Inc. f/k/a Beyond, Inc. (“ we ,” “ us ,” “ our ,” or the “ Company ”), dated January 2, 2026. For ease of reference, the Staff’s comment is reproduced below in bold and italics, and is followed by the Company’s response. Form 10-K for Fiscal Year Ended December 31, 2024 Notes to Consolidated Financial Statements 25. Business Segments, page 81 Staff Comment : 1. Your response to prior comment 2 appears to indicate that your CODM utilizes "adjusted" operating income (loss), rather than operating income (loss), to evaluate income generated from segment resources. Please confirm that you will accurately name and describe the measures CODM utilizes to evaluate income generated from segment resources in your future filings. Company Response : We respectfully acknowledge the Staff’s comment and confirm that the CODM utilizes operating income (loss) to evaluate income generated from segment resources. In future filings, the Company confirms that it will accurately name and describe the measures the CODM utilizes to evaluate income generated from segment resources. * * * * * If you would like to discuss the above response or any other matter, please contact me at (612) 804 -0133. Sincerely,   /s/ ADRIANNE LEE   Adrianne Lee   President and Chief Financial Officer Bed Bath & Beyond, Inc. CC (via email):    Melissa Smith, General Counsel and Corporate Secretary Benjamin Cohen, Latham & Watkins LLP Eric Swibel, Latham & Watkins LLP

January 2, 2026
Adrianne Lee
President and Chief Financial Officer
Bed Bath & Beyond, Inc.
433 W. Ascension Way, 3rd Floor
Murray, UT 84123
Re:Bed Bath & Beyond, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-41850
Dear Adrianne Lee:
            We have reviewed your December 8, 2025 response to our comment letter and have
the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
November 18, 2025 letter.
Form 10-K for Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
25. Business Segments, page 81
1.Your response to prior comment 2 appears to indicate that your CODM utilizes
“adjusted” operating income (loss), rather than operating income (loss), to evaluate
income generated from segment resources. Please confirm that you will accurately
name and describe the measures CODM utilizes to evaluate income generated from
segment resources in your future filings.

January 2, 2026
Page 2
            Please contact Keira Nakada at 202-551-3659 or Lyn Shenk at 202-551-3380 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

Bed Bath & Beyond, Inc.

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

December 8, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Keira Nakada and Rufus Decker

Re:        Bed Bath & Beyond, Inc.

Form 10-K for Fiscal Year Ended December 31, 2024

Item 2.02 Form 8-K Dated October 27, 2025

Responses Dated September 29, 2025 and September 18, 2025

File No. 001-41850

Dear Ms. Nakada and Mr. Decker:

We respectfully set forth below our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) communicated in its letter addressed to Adrianne Lee, President and Chief Financial Officer of Bed Bath & Beyond, Inc. f/k/a Beyond, Inc. (“we,” “us,” “our,” or the “Company”), dated November 18, 2025 (the “November 18 Comment Letter”). For ease of reference, each of the Staff’s comments are reproduced below in bold and italics, and are followed by the Company’s responses.

Form 10-K for Fiscal Year Ended December 31, 2024

Item 8. Financial Statements and Supplementary Data

Consolidated Financial Statements

Note 22. Other Expense, Net, page 77

Staff Comment:

1. Refer to prior comment 3. You indicate in your response that the errors in multiple reporting periods were related to four discrete items. As the quantitative magnitude of the errors increase, it is increasingly difficult for qualitative factors to overcome the quantitative significance of the errors. Please tell us in further detail how you determined the qualitative factors overcame the quantitative significance of the errors to your Operating Income (Loss) in each of the following periods:

•fiscal year ended December 31, 2023,

•the three and six months ended June 30, 2025 and

•the three and six months ended June 30, 2024.

Also, it appears in your quantitative analysis that you have reflected the $10.3 million error related to the gain on sale of Wamsutta IP in the three months ended March 31, 2024, rather than in the three months ended June 30, 2024. Please revise your quantitative analysis or advise. Furthermore, tell us whether there were other immaterial passed adjustments that would impact Operating Income (Loss) in any of these periods. If so, factor these other immaterial passed adjustments into an aggregate effect quantitative analysis and provide it in addition to the revised quantitative analysis of just the four discrete items. Refer to ASC 250-10-S99-1.

Company Response:

We respectfully acknowledge the Staff’s comment. The Company does not assert that it has experienced quantitatively large errors that are immaterial due to the absence of the non-exclusive qualitative factors listed in SEC Staff Accounting Bulletin No. 99, Materiality (“SAB 99”). Instead, the Company has analyzed all of the facts and circumstances surrounding the error, in accordance with the Staff’s guidance in SAB 99 and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), and has concluded that there is no substantial likelihood that a reasonable person would consider the error important in making investment decisions or assessing the Company’s performance.

Executive Summary

As the Staff emphasizes in SAB 99, materiality requires a holistic analysis of all surrounding facts and circumstances, including the factual context in which financial statement users would view the financial statement item in question:

Materiality concerns the significance of an item to users of a registrant’s financial statements. A matter is “material” if there is a substantial likelihood that a reasonable person would consider it important. . . .

The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.

This formulation in the accounting literature is in substance identical to the formulation used by the courts in interpreting the federal securities laws. The Supreme Court has held that a fact is material if there is a substantial likelihood that the . . . fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available.

Under the governing principles, an assessment of materiality requires that one views the facts in the context of the “surrounding circumstances,” as the accounting literature puts it, or the “total mix” of information, in the words of the Supreme Court. In the context of a misstatement of a financial statement item, while the “total mix” includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item.

In particular, the errors in question here were classification errors under Generally Accepted Accounting Principles (“GAAP”) that placed gains on sale of intangible assets and write-downs of assets held for sale in Loss Before Income Taxes instead of in Operating Income (Loss). Importantly, the errors had no effect on total Net Income (Loss), which remained unchanged. Under these unique circumstances, the errors did not alter the total mix of information from the perspective of a reasonable investor when analyzed under the framework outlined in SAB 99. The Company’s analysis considered both quantitative and qualitative factors, including the lack of impact on Net Income (Loss), the absence of any effect on key trends, user focus on different profitability metrics, the non-recurring nature of the errors, and transparent supplemental disclosure of the underlying transactions and the correction of the immaterial misstatement. Moreover, the potential magnitude of the errors was inherently limited by the nature of the transactions in question, as discussed in response to comment 3 below.

Total Mix of Information

As noted above, SAB 99 defines materiality by reference to whether there is a substantial likelihood that the misstatement would have changed or influenced the judgment of a reasonable investor based on the “total mix” of information. SAB 99 emphasizes that assessment of materiality requires consideration of both quantitative and

qualitative factors, that magnitude alone is generally insufficient, and that exclusive reliance on “any percentage or numerical threshold has no basis in the accounting literature or the law” (emphasis added).

Applying SAB 99 and SAB 108 to a misclassification that does not change Net Income (Loss) requires assessing whether, in context, reclassifying these amounts within the income statement’s subtotals would realistically affect a reasonable person’s decision-making.

Classification Error Without Effect on Net Income (Loss)

The identified items were discrete gains and losses related to a held-for-sale corporate headquarters and sales of specific intellectual property. The related errors were due to a misinterpretation of presentation guidance that resulted in recording these amounts below Operating Income (Loss) rather than within it. The Company’s analysis confirms the items were one-time in nature and not related to core operations.

Crucially, the reclassifications affect only the location within the statement of operations—between operating and non-operating subtotals—and have no effect on Net Income (Loss) for any period. From an investor’s perspective, regardless of the line classification, the GAAP earnings measure remains identical. These items were also fully disclosed in the Company’s financial statements and therefore did not alter the total mix of information from the perspective of a reasonable investor.

Small quantitative impact relative to key line items

The Company’s SAB 99 analysis found that the quantitative impact of the error was immaterial in relation to the scale of the business. The misclassified amounts, evaluated relative to Revenue, never exceeded 1.7% for any fiscal year and never exceeded 6.7% for any fiscal quarter. More specifically, the misclassified amounts, evaluated relative to Revenue, never exceeded 2.6% for any period that the Staff inquired about in the November 18 Comment Letter:

•for the three months ended December 31, 2023, the misclassified amount was 6.7% of Revenue.

•for the year ended December 31, 2023, the misclassified amount was 1.7% of Revenue.

•for the three months ended June 30, 2025, the misclassified amount was 1.9% of Revenue.

•for the six months ended June 30, 2025, the misclassified amount was 1.1% of Revenue.

•for the three months ended June 30, 2024, the misclassified amount was 2.6% of Revenue.

•for the six months ended June 30, 2024, the misclassified amount was 1.3% of Revenue.

Moreover, the error had no effect on Net Income (Loss) for any period. As a result, the error did not result in crossing any significant quantitative thresholds (e.g., changing a Net Loss to Net Income), nor did the misclassification affect the Company’s relevant per-share metrics, covenants, reporting ratios, or other key metrics.

No Change to Trends, Expectations, or Key Metrics

The error did not affect, mask, or alter trends in the Company’s performance or profitability, nor did it change Operating Loss to Operating Income or vice versa, across any of the affected annual or quarterly periods.

The Company operates in a low-margin ecommerce environment where investors and analysts emphasize Net Revenue, Gross Margin, Net Income (Loss), Adjusted EBITDA, Income (Loss) Per Share, and cash balances in forming judgments. The error had no impact on any of the foregoing.

Moreover, sell-side analyst coverage of the Company focuses on Net Income (Loss) and related profitability expectations. Analysts treat the discrete transactions at issue as one‑time items excluded from forecast models and consensus expectations, further indicating no change to the total mix of information relevant to investment decisions.

The Company has also not discussed, nor has it received any questions regarding Operating Income (Loss) on any of its quarterly earnings calls for the periods impacted. Even after explicitly identifying the errors in question in its Quarterly Report on Form 10-Q for the three months ended September 30, 2025 and updating its presentation accordingly, the Company has to date not received any questions or comments from investors on this topic, which supports the fact that a reasonable person would not consider this change important in making investment decisions or assessing the Company’s performance.

Moreover, the Company notes that there was no impact on segment reporting (single segment), compliance with covenants or regulatory requirements, or compensation metrics—each of which SAB 99 identifies as qualitative factors that could elevate an otherwise small error to materiality.

Taken together, and given that the Company has already disclosed the errors and its updated presentation and has received no related investor questions or comments, these factors demonstrate that these errors would not affect a reasonable person’s judgment regarding the financial statements. The Company has concluded that whether these discrete, one-time items are presented above or below the operating subtotal, given the lack of effect on the key performance measures investors use, these errors are not viewed by the reasonable investor as having significantly altered the “total mix” of information made available.

Transparent Disclosure of Underlying Transactions

The underlying transactions (corporate headquarters write-downs and intellectual property sales), amounts, and affected line items were clearly described by the Company, including in the Company’s financial statement notes, and for the more significant transactions, via Current Reports on Form 8-K and press releases. This transparent disclosure ensures that the errors had no effect on the total mix of information as a result of the classification choice.

Topic Publicly Filed or Furnished Disclosure

Sale of Corporate headquarters •Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 23, 2024.

•Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the Commission on May 8, 2024.

•Quarterly Report on Form 10-Q for the three months ended June 30, 2024, filed with the Commission on July 31, 2024.

•Current Report on Form 8-K filed with the Commission on September 17, 2024.

•Earnings Release furnished under Item 2.02 of the Current Report on Form 8-K filed with the Commission on October 24, 2024.

•Quarterly Report on Form 10-Q for the three months ended September 30, 2024, filed with the Commission on October 25, 2024.

•Current Report on Form 8-K filed with the Commission on December 20, 2024.

•Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 25, 2025.

•Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Commission on October 27, 2025.

Sale of Wamsutta intellectual property •Current Report on Form 8-K filed with the Commission on April 18, 2024.

•Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the Commission on May 8, 2024.

•Quarterly Report on Form 10-Q for the three months ended June 30, 2024, filed with the Commission on July 31, 2024.

•Quarterly Report on Form 10-Q for the three months ended September 30, 2024, filed with the Commission on October 24, 2024.

•Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 25, 2025.

•Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Commission on October 27, 2025.

Sale of Zulily intellectual property •Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the Commission on April 29, 2025.

•Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the Commission on July 29, 2025.

•Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Commission on October 27, 2025.

Sale of Canadian intellectual property •Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the Commission on July 29, 2025.

•Earnings Release furnished under Item 2.02 of the Current Report on Form 8-K filed with the Commission on October 27, 2025.

•Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Commission on October 27, 2025.

Alignment with Performance Measures

Management evaluates performance and allocates resources using metrics such Net Revenue, Gross Margin, and cash generation—consistent with how market participants assess this issuer. Because the misclassification did not affect Net Income (Loss), the error does alter the total mix of information from the perspective of a reasonable investor.

Quantitative Analysis of Aggregate and Individual Effects

In response to the November 18 Comment Letter and to reflect the $10.3 million error related to the gain on sale of Wamsutta intellectual property in the six months ended June 30, 2024, rather than in the three months ended March 31, 2024, we have revised our quantitative analysis below. We respectfully note that even taking into account such additional immaterial adjustments for the periods inquired about in the November 18 Comment Letter, and even on an aggregate basis, the misclassified amounts, evaluated relative to revenue, never exceeded 1.7% on an annual basis and never exceeded 6.7% in any quarter.

Operating I

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      Bed Bath & Beyond, Inc.

      433 W. Ascension Way, 3rd Floor

      Murray, Utah 84123

      VIA EDGAR

      November 26, 2025

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549

      Attention: Kate Beukenkamp

            Re:

              Bed Bath & Beyond, Inc.

      Registration Statement on Form S-3

      File No. 333-290763

      Dear Ms. Beukenkamp:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bed Bath & Beyond, Inc. (the “Company”) hereby respectfully requests that
        the U.S. Securities and Exchange Commission take appropriate action to declare the above-referenced Registration Statement on Form S-3 (File No. 333-290763) to become effective
        on December 3, 2025 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

      Once the Registration Statement has been declared effective, please orally confirm that event with Todd M. Kaye of Bryan Cave Leighton Paisner
        LLP, counsel to the Company, at (314) 259-2194. The Company hereby authorizes Mr. Kaye to orally modify or withdraw this request for acceleration.

      [Signature Page Follows]

      Very truly yours,

              BED BATH & BEYOND, INC.

              /s/ Melissa H. Smith

                Melissa H. Smith

                General Counsel and Corporate Secretary

            cc:

              Adrianne B. Lee, President and Chief Financial Officer

        Todd M. Kaye, Bryan Cave Leighton Paisner LLP

November 18, 2025
Adrianne Lee
President and Chief Financial Officer
Bed Bath & Beyond, Inc.
433 W. Ascension Way, 3rd Floor
Murray, UT 84123
Re:Bed Bath & Beyond, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
Item 2.02 Form 8-K Dated October 27, 2025
Responses Dated September 29, 2025 and September 18, 2025
File No. 001-41850
Dear Adrianne Lee:
            We have reviewed your September 29, 2025 and September 18, 2025 responses to our
comment letter and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 4, 2025 letter.
Form 10-K for Fiscal Year Ended December 31, 2024
Item 8. Financial Statements and Supplementary Data
Consolidated Financial Statements
Note 22. Other Expense, Net, page 77
Refer to prior comment 3. You indicate in your response that the errors in multiple
reporting periods were related to four discrete items. As the quantitative magnitude of
the errors increase, it is increasingly difficult for qualitative factors to overcome the
quantitative significance of the errors. Please tell us in further detail how you
determined the qualitative factors overcame the quantitative significance of the errors
to your Operating Income (Loss) in each of the following periods:
•fiscal year ended December 31, 2023,
•the three and six months ended June 30, 2025 and1.

November 18, 2025
Page 2
•the three and six months ended June 30, 2024.
Also, it appears in your quantitative analysis that you have reflected the $10.3 million
error related to the gain on sale of Wamsutta IP in the three months ended March 31,
2024, rather than in the three months ended June 30, 2024. Please revise your
quantitative analysis or advise. Furthermore, tell us whether there were other
immaterial passed adjustments that would impact Operating Income (Loss) in any of
these periods. If so, factor these other immaterial passed adjustments into an aggregate
effect quantitative analysis and provide it in addition to the revised quantitative
analysis of just the four discrete items. Refer to ASC 250-10-S99-1.
2.Refer to prior comment 3. You disclose in your segment footnote that your "CODM
uses Operating Income (Loss) to evaluate income generated from segment resources
in deciding whether to reinvest profits into the retail segment or into other parts of the
entity, such as to make acquisitions or investments. The CODM also uses Operating
Income (Loss) to monitor budget versus actual results. The monitoring of budgeted
versus actual results is used in assessing performance of the segment and in
establishing bonus metrics." Please discuss in detail how this process works and
incorporate your consideration of the importance of Operating Income (Loss) to your
CODM into your materiality assessment.
Item 9A. Controls and Procedures, page 83
3.Refer to your September 29, 2025 response. You say, "We have evaluated the total
possible exposure related to this control deficiency and believe the maximum
exposure related to the above-mentioned control deficiency is the amounts listed in
the noted errors." Since you misinterpreted the interpretive guidance, please explain in
detail how the potential magnitude of the errors that could have resulted from the
control deficiency would be limited to the amounts of the actual errors. For example,
suppose you had additional transactions of a similar nature during each of the prior
periods when the errors occurred, please explain why you believe you would have
accounted for those correctly. Otherwise, please revise your response to tell us how
big the errors could have been before you identified them. Also, tell us about any
compensating controls and whether they were operating at a level of precision that
could have detected a larger misstatement. If so, provide evidence that the
compensating controls were operating effectively and at the appropriate level of
precision. Finally, reevaluate the effectiveness of your internal controls after
considering this additional information.
Item 2.02 Form 8-K Dated October 27, 2025
Exhibit 99.1
Non-GAAP Financial Measures and Reconciliations, page 7
Please address the following as they relate to adjusted diluted net loss per share in
prior comment 4:
•Confirm that you will disclose prior year comparative information;
Confirm that you will disclose, at a similar level as you provided in your response
letter dated September 18, 2025, the reasons why management believes that •4.

November 18, 2025
Page 3
adjusting for income/loss relating to equity method securities and the gain/loss on
debt securities carried at fair value in arriving at adjusted diluted net loss per share
provides useful information to investors; and
•Confirm that you will present the income tax effect separately from other non-
GAAP adjustments as it does not appear that you have done so in your September
30, 2025 earnings release.
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Bed Bath & Beyond, Inc.

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

September 29, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Keira Nakada and Rufus Decker

Re:        Bed Bath & Beyond, Inc.

Form 10-K for Fiscal Year Ended December 31, 2024

Form 10-Q for Quarterly Period Ended June 30, 2025

Item 2.02 Form 8-K Dated February 24, 2025

File No. 001-41850

Dear Ms. Nakada and Mr. Decker:

Further to our discussion with the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on September 22, 2025, we respectfully set forth below our supplemental response to the Staff’s comment, as discussed with the Staff and as initially communicated in its letter addressed to Adrianne Lee, President and Chief Financial Officer of Bed Bath & Beyond, Inc. f/k/a Beyond, Inc. (“we,” “us,” “our,” or the “Company”), dated September 4, 2025. For ease of reference, the relevant comment is reproduced below in bold and italics and is followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2024

Consolidated Financial Statements

Note 22. Other Expense, Net, page 77

Staff Comment:

3. Please revise your statements of operations to include gains on sale of intangible assets and write-downs of assets held for sale (i.e., your corporate headquarters) in operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC 360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible assets sold were no longer to be held and used. This comment also applies to your Form 10-Q for the period ended June 30, 2025.

Company Response:

We respectfully acknowledge the Staff’s comment. As a supplement to our prior response dated September 18, 2025, in the below appendix we provide our detailed SAB 99 analysis supporting our conclusion that the identified errors are not material to periods from the fourth quarter of 2023 through the second quarter of 2025. Therefore, the Company will correct the current year presentation and recast the prior period presentation in its Quarterly Report on Form 10-Q for the period ending September 30, 2025, and in its Annual Report on Form 10-K for the period ending December 31, 2025.

* * * * *

If you would like to discuss the above responses or any other matter, please contact me at (612) 804 -0133.

  Sincerely,

   /s/ ADRIANNE LEE

   Adrianne Lee

   President and Chief Financial Officer

  Bed Bath & Beyond, Inc.

CC (via email):    Melissa Smith, General Counsel and Corporate Secretary

Benjamin Cohen, Latham & Watkins LLP

Eric Swibel, Latham & Watkins LLP

APPENDIX

Executive Summary:

During the review by the Securities and Exchange Commission (the “SEC”) of the Annual Report on Form 10-K for the year ended December 31, 2024 and the Quarterly Report on Form 10-Q for the three months ended June 30, 2025 of Bed Bath & Beyond, Inc. f/k/a Beyond, Inc. (“Beyond,” “we,” “us,” “our,” or the “Company”), the SEC identified that the gains on sale of intangible assets and write-downs of assets held for sale were included in the subtotal of loss before income taxes (referred to as income (loss) before income taxes from continuing operations in our previous filings), instead of in the subtotal of operating income (loss). As a result, the Company performed the following error analysis in accordance with the SEC Staff Accounting Bulletins No. 99, Materiality (“SAB 99”), and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), as codified in Accounting Standards Codification (“ASC”) 250-10-S99 SEC Materials, to determine whether or not restatement of the mentioned financial statements may be required. SAB 99 states, among other things:

•“The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

•“In the context of a misstatement of a financial statement item, while the “total mix” includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item. The shorthand in the accounting and auditing literature for this analysis is that financial management and the auditor must consider both “quantitative” and “qualitative” factors in assessing an item's materiality. Court decisions, Commission rules and enforcement actions, and accounting and auditing literature have all considered “qualitative” factors in various contexts.”

•“[M]agnitude by itself, without regard to the nature of the item and the circumstances in which the judgment has to be made, will not generally be a sufficient basis for a materiality judgment.”

•“Evaluation of materiality requires a registrant and its auditor to consider all the relevant circumstances, and the staff believes that there are numerous circumstances in which misstatements below 5% could well be material. Qualitative factors may cause misstatements of quantitatively small amounts to be material; as stated in the auditing literature.”

•“As a result of the interaction of quantitative and qualitative considerations in materiality judgments, misstatements of relatively small amounts that come to the auditor's attention could have a material effect on the financial statements.”

Relevant Authoritative Guidance:

When evaluating the errors, we considered among other materials the following:

•SAB No. 99

•SAB No. 108

•ASC Topic 250, Accounting Changes and Error Corrections

•Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors, speech by Paul Munter, Acting Chief Accountant of the SEC, March 9, 2022;

•ASC 250-10-S99 SEC Materials;

•KPMG LLP (“KPMG”) Handbook: Internal control over financial reporting; and

•KPMG Handbook: Discontinued operations & HFS disposal groups.

Summary Conclusion:

For the reasons outlined herein, management concluded that:

•Immaterial errors were included in the Company’s financial statements included in the Company’s:

◦Annual Reports on Form 10-K for the years ended December 31, 2023 and 2024;

◦Quarterly Reports on Form 10-Q for the three months ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, and June 30, 2025.

•The primary cause of the errors was a misinterpretation of the interpretive guidance for gains/losses on disposal groups and intangible assets.

•The errors resulted from a significant deficiency in the operating effectiveness of the Company’s internal control over financial reporting.

Background:

Users of the Financial Statements

The Company trades their common stock on The New York Stock Exchange, with a trading symbol of BBBY.

Users of the financial statements include institutional investors, retail investors, the market at large, and sell-side / buy-side analysts. In communications with investors and analysts, the Company focuses on the following operating and balance sheet metrics as key indicators of the performance of its business: net revenue, gross margin, net income (loss), adjusted EBITDA, income (loss) per share, and cash and cash equivalents. Based on covering sell-side analyst reports, the Company has observed that analysts largely focus on net revenue, adjusted EBITDA, income (loss) per share, price-to-earnings ratio, historic trends, and economic factors to derive the value for their price targets. To the Company’s knowledge, analysts and investors do not specifically focus on operating income (loss). In disclosing its results of operations, the Company believes that both analysts and investors focus on adjusted EBITDA, a non-GAAP measure, as a more meaningful metric than operating income (loss) or net income (loss), because it provides a clearer view of the Company’s core ecommerce operating performance on a period-to-period basis. Similar to industry peers, the Company operates in a low-margin environment where non-cash expenses (e.g., depreciation, amortization, stock-based compensation) and non-recurring items can, in the Company’s view, significantly distort net income (loss) from underlying core operational performance. By excluding these items, adjusted EBITDA offers greater comparability across periods, reflects core business performance, and aligns to how management evaluates business performance and allocates resources. Neither adjusted EBITDA nor net income (loss) were impacted by the errors in any of the periods analyzed.

In 2023, the Company purchased Bed Bath & Beyond’s intellectual property and other assets and subsequently rebranded its core website, Overstock.com, to BedBathandBeyond.com. This rebranding marked a significant shift in the Company’s financial performance, as it augmented its strategy to activate and acquire customers obtained in the intellectual property purchase, resulting in a material decline in gross margin, increased operating expenses, and a shift from thirteen consecutive quarters of positive adjusted EBITDA to negative adjusted EBITDA. In addition to this strategic change, the Company has experienced losses due to macroeconomic factors, such as consumers spending less on home goods, and uncertainty impacting consumer sentiment resulting in eight consecutive quarters of negative adjusted EBITDA. The Company and the investment community have been focused on a return to positive1 adjusted EBITDA.

1 See, e.g., dialogue between an analyst and the Company’s Executive Chairman, Marcus Lemonis, on the earnings call dated February 25, 2025, relating to the year ended December 31, 2024: Question: “Marcus, the first one was just on the roadmap to break even EBITDA. Can you provide a roadmap or milestone for reaching break-even EBITDA?” Answer: “We don’t provide specific guidance, but at a 25% margin and 13% marketing expense, we would need to do $1.2 billion annualized to reach break-even EBITDA.”

Management’s Internal Materiality Factors

Management considers both quantitative changes and applicable qualitative factors when assessing materiality. In assessing qualitative factors, management considers factors including without limitation:

•Impact on investors’ decision to buy, hold, or sell the Company’s securities;

•Masking of a change in earnings or trends;

•Hiding of a failure to meet analysts’ or the investment community’s expectations;

•Change of a loss into income, or vice versa;

•Effect on compliance with regulatory requirements;

•Effect on compensation;

•Concealing of unlawful transactions;

•Management intent; and

•Cumulative effect of small misstatements.

Errors

As noted above, the SEC identified that the gains on sale of intangible assets and write-downs of assets held for sale (including for our previous corporate headquarters) were included in the subtotal of loss before income taxes (referred to as income (loss) before income taxes from continuing operations in our previous filings), instead of in the subtotal of operating income (loss). We performed an analysis and determined that the transactions recorded in error were related to four discrete items as follows:

•Write-downs on corporate headquarters upon classifying as held-for-sale, consisting of:

◦$25.9 million loss recorded in the quarter ended December 31, 2023;

◦$1.6 million loss recorded in quarter ended September 30, 2024; and

◦$1.8 million final loss recorded in the quarter ended December 31, 2024, upon the sale of building.

•Gain of $10.3 million on the sale of Wamsutta intellectual property recorded in the quarter ended June 30, 2024.

•Gain on the sale of Zulily intellectual property, consisting of:

◦$0.3 million net gain recorded in the quarter ended March 31, 2025; and

◦$0.5 million adjustment to the gain recorded in the quarter ended June 30, 2025.

•Gain of $5.0 million on the sale of Canadian intellectual property recorded in quarter ended June 30, 2025.

Cause of Errors

The primary cause of the errors was a misinterpretation of interpretive guidance for gains and losses on disposal groups and intangible assets. In 2023, the Company performed a technical accounting analysis for the treatment of a discrete transaction outside of the Company’s typical business operations (listing the Company’s owned corporate headquarters for sale, resulting in a write-down loss upon being classified as a held-for-sale disposal group). The Company reviewed the guidance at ASC 360-10-45-5 but also referenced interpretive guidance within the KPMG Handbook, Discontinued operations and held-for-sale disposal groups. The Company considered the following interpretive response on how to account for the write-down loss of the disposal group (emphasis added):

“Interpretive response: Disposal gains (or write-down losses – see section 4.5) of long-lived assets and asset groups that do not qualify as discontinued operations are reported in income from continuing operations before income taxes. If a subtotal such as income from operations is presented, the disposal gains or losses should be included in that subtotal. [360-10-45-5]

— Some entities include pre-tax gains on disposals on the same income statement line as impairment and disposal losses.

— Other entities include those gains in an other income/expense or similar income statement line within income from operations.”

While ASC 360-10-45-5 was clear, when reading the interpretive guidance, the Company misinterpreted the applicability of that interpretive guidance. The Company believed the sale of its corporate headquarters should be recorded in the Other income (expense), net income statement line rather than the operating income (loss) subtotal. The Company treated subsequent gains and losses related to held for sale adjustments and other discrete business transactions (sales of certain intellectual property) in a similar way throughout 2024 and the first half of 2025.

Remediation

As part of its internal control over financial reporting, the Company maintains comprehensive technical accounting controls, including structured review processes, formal documentation standards, and engaging external accounting advisors. While the Company believes that these controls are sufficiently designed to contribute towards the Company’s internal control over financial reporting and provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance of GAAP, the nature of the errors highlight a gap in the interpretation of interpretive accounting guidance when applied to the four discrete transactions discussed herein. To strengthen the effectiveness of existing controls, management now requires for technical accounting memoranda that rely on interpretive guidance, including those from third-party sources (e.g., guidance from KPMG, PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu Limited, and Ernst & Young LLP), that a secondary reviewer from the accounting team will now be required to:

•Confirm that available Financial Accounting Standards Board and/or SEC guidance does not conflict with interpretive guidance published by third-party sources;

•Cross-reference the interpretation to a second reputable source on the same topic to identify any differences in interpretation, presentation treatment, language clarity, or implied assumptions;

•Explicitly document the cross-reference in the memorandum and confirm that any interpretive guidance cited in the analysis is supported with a second reputable source; and

•Further document and elevate any material interpretive differences to the Chief Accounting Officer or designee for r

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Bed Bath & Beyond, Inc.

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

September 18, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Keira Nakada and Rufus Decker

Re:        Bed Bath & Beyond, Inc.

Form 10-K for Fiscal Year Ended December 31, 2024

Form 10-Q for Quarterly Period Ended June 30, 2025

Item 2.02 Form 8-K Dated February 24, 2025

File No. 001-41850

Dear Ms. Nakada and Mr. Decker:

We respectfully set forth below our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) communicated in its letter addressed to Adrianne Lee, President and Chief Financial Officer of Bed Bath & Beyond, Inc. f/k/a Beyond, Inc. (“we,” “us,” “our,” or the “Company”), dated September 4, 2025. For ease of reference, each of the Staff’s comments are reproduced below in bold and italics, and are followed by the Company’s responses.

Form 10-K for Fiscal Year Ended December 31, 2024

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Commentary, page 33

Staff Comment:

1. Please disclose in greater detail the underlying business reasons for material changes between periods in each line item. If there is more than one business reason for the change, also quantify the incremental impact of each individual reason discussed on the overall change in the line item. Refer to Item 303(b) of Regulation S-K.

Company Response:

We respectfully acknowledge the Staff’s comment. In its future periodic reports, the Company confirms that it will disclose in greater detail the underlying business reasons for material changes between periods in each line item. If there is more than one business reason for the change that is material, the Company will also quantify the incremental impact of each such individual reason discussed on the overall change in the line item. The Company is providing the following proposed disclosure utilizing the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the Commission on February 25, 2025 (the “2024 Annual Report”) for illustrative purposes:

Our cash and cash equivalents balance decreased from $302.6 million as of December 31, 2023 to $159.2 million as of December 31, 2024, a decrease of $143.4 million, primarily as the result of net cash outflows from operating activities of $174.3 million, payments on long-term debt of $34.8 million in relation to the sale of our corporate headquarters, disbursement for notes receivable of $17.0 million in relation to our strategic investment in Kirkland’s, and expenditures for property and equipment of $14.3 million; offset by $51.4 million in proceeds from the sale of our corporate headquarters and $43.0 million in net proceeds from the sales of our common stock pursuant to our “at-the-market” public offering, net of offering costs.

Revenue for the year ended December 31, 2024, was $1,395.0 million, compared to $1,561.1 million for the year ended December 31, 2023, representing a decrease of $166.1 million, or 11%. The decrease was primarily due to an 8% decrease in the number of orders delivered, which resulted in a revenue decrease of approximately $122.4 million. In addition, average order value decreased by approximately 3%, or $5.91 per order, contributing an additional $43.7 million to the overall decline. The decrease in orders delivered was driven by a decline in website visits and conversion influenced in part by a shift in consumer spending preferences and macroeconomic factors impacting consumer sentiment. The decrease in average order value was largely driven by orders mixing into categories with lower average unit retail price.

Gross profit for the year ended December 31, 2024, was $290.2 million, or 20.8% of revenue, compared to $366.0 million, or 23.4% of revenue, for the year ended December 31, 2023. This represents a decrease of $75.8 million, or 21%. The decline in gross profit was primarily driven by a decrease in gross margin and lower revenue, which contributed approximately $34.6 million to the overall decrease. Gross margin declined by 260 basis points, primarily due to increased promotional discounting, which accounted for approximately 210 basis points of the margin compression, decreased marketing allowances from suppliers, which reduced gross margin by approximately 90 basis points, and increased carrier costs, which further reduced gross margin by approximately 70 basis points.

Sales and marketing expenses were $238.6 million, or 17.1% of revenue, for the year ended December 31, 2024, compared to $224.5 million, or 14.4% of revenue, for the year ended December 31, 2023. This represents an increase of $14.0 million, or 6.2%. The increase was primarily driven by increased performance marketing expenses of $10.6 million as the Company sought to drive customer acquisition and retention. Additionally, the Company incurred $1.7 million in brand advertising through sponsorship-related expenses intended to enhance brand visibility.

Technology expenses decreased by $2.6 million for the year ended December 31, 2024, compared to the prior year. The decrease was primarily due to a reduction in staff-related expenses of $11.9 million, reflecting cost optimization efforts and workforce reductions. This decline was partially offset by one-time restructuring costs of $6.6 million.

General and administrative expenses decreased by $16.0 million for the year ended December 31, 2024, compared to the prior year. The decrease was primarily due to a $14.0 million reduction in staff-related expenses, as well as a $2.7 million reduction in third-party expenses. These reductions were partially offset by $5.2 million in one-time restructuring costs, primarily related to severance expenses.

Customer service and merchant fees increased by $1.6 million for the year ended December 31, 2024, compared to the prior year. The increase was primarily driven by a $1.9 million increase in customer service expenses, reflecting normalized service capacity in 2024 after understaffing in the second half of 2023. This increase was partially offset by a $0.3 million decrease in credit card costs driven by a decrease in order volume.

Liquidity and Capital Resources

Operating Activities, page 35

Staff Comment:

2. Please remove the non-GAAP measure called loss from operating activities, adjusted for non-cash items, or provide the disclosures required by Item 10(e) of Regulation S-K.

Company Response:

We respectfully acknowledge the Staff’s comment and advise the Staff that in future filings, we will not include the measure of “loss from operating activities, adjusted for non-cash items” within our disclosures. Rather, the Company will disclose its non-cash items separately and in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company is providing the following proposed disclosure utilizing the Company’s 2024 Annual Report for illustrative purposes:

The $174.3 million of net cash used by operating activities during the year ended December 31, 2024 was primarily due to loss from operating activities of $258.8 million, a favorable impact from non-cash items such as depreciation and amortization, non-cash operating lease costs, stock-based compensation, gain on sale of intangible assets, and loss from equity method securities, of $115.3 million, and cash used by changes in operating assets and liabilities of $30.8 million.

Consolidated Financial Statements

Note 22. Other Expense, Net, page 77

Staff Comment:

3. Please revise your statements of operations to include gains on sale of intangible assets and write-downs of assets held for sale (i.e., your corporate headquarters) in operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC 360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible assets sold were no longer to be held and used. This comment also applies to your Form 10-Q for the period ended June 30, 2025.

Company Response:

We respectfully acknowledge the Staff’s comment to include gains on sale of intangible assets and write-downs of assets held for sale in operating income (loss), and note that each of these items were immaterial to the financial statements included in both our 2024 Annual Report and our Quarterly Report on Form 10-Q for the period ended June 30, 2025. In our future filings, beginning with our Quarterly Report on Form 10-Q for the period ending September 30, 2025, to the extent applicable, we will revise our statements of operations, including a revision to the comparative prior periods, to include this activity in operating income (loss), under the caption, “Losses (gains) on asset disposals”.

Item 2.02 Form 8-K Dated February 24, 2025

Exhibit 99.1

Non-GAAP Financial Measures and Reconciliations, page 8

Staff Comment:

4. Please address the following as they relate to adjusted diluted net loss per share:

•Revise your description on page 8 of the adjusted diluted net loss per share calculation to include the adjustment for gain/loss on debt securities carried at fair value.

•Tell us why you only present this measure for the most recent period, while you presumably utilize this measure for a period-to-period comparison.

•Tell us and disclose in greater detail the reasons why management believes that adjusting for income/loss relating to equity method securities and the gain/loss on debt securities carried at fair value in arriving at adjusted diluted net loss per share provides useful information to investors.

•In your Item 2.02 Form 8-K for the period ended December 31, 2023, it appears you previously had adjusted for write-downs of assets held for sale. Tell us why you do not adjust for write-downs of assets held for sale in 2024 or the gains on sale of intangible assets in 2024 and 2025.

•Present the income tax effects related to adjustments to arrive at adjusted diluted EPS as a separate non-GAAP adjustment.

Refer to Item 10(e)(1)(i)(B) through (D) of Regulation S-K and Questions 100.02, 100.03 and 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Company Response:

•Revise your description on page 8 of the adjusted diluted net loss per share calculation to include the adjustment for gain/loss on debt securities carried at fair value.

We respectfully acknowledge the Staff’s comment. In future filings, to the extent applicable, we will revise the description to include the adjustment for gain/loss on debt securities carried at fair value as it relates to adjusted diluted net loss per share.

•Tell us why you only present this measure for the most recent period, while you presumably utilize this measure for a period-to-period comparison.

We respectfully acknowledge the Staff’s comment. In our earnings release for the fiscal year ended December 31, 2024, furnished with the Commission on February 24, 2025 under Item 2.02 of our Current Report on Form 8-K (the “2024 Earnings Release”), we presented a non-GAAP measure of adjusted diluted net loss per share for the period, along with a reconciliation to the closest GAAP measure for the same period. Similarly, in our earnings release for the fiscal year ended December 31, 2023, furnished with the Commission on February 20, 2024 under Item 2.02 of our Current Report on Form 8-K (the “2023 Earnings Release”), we presented a non-GAAP measure of adjusted diluted net loss per share for that period, along with a reconciliation to the closest GAAP measure for the same period. Similar presentations of adjusted diluted net loss per share and accompanying reconciliations were disclosed in recent earnings releases related to our other quarterly results that have been furnished with the Commission. The Company believes that investors are able to make period-to-period comparisons of adjusted diluted net loss per share accordingly.

•Tell us and disclose in greater detail the reasons why management believes that adjusting for income/loss relating to equity method securities and the gain/loss on debt securities carried at fair value in arriving at adjusted diluted net loss per share provides useful information to investors.

We respectfully acknowledge the Staff’s comment. In our 2024 Earnings Release, we presented a non-GAAP measure of adjusted diluted net loss per share, which excluded income/loss relating to equity method securities and the gain/loss on debt securities carried at fair value. Management believes these adjustments provide meaningful supplemental information for investors by excluding items that are not reflective of our core retail operations and that introduce significant volatility into GAAP results. We believe that excluding these adjustments enhances the comparability of our financial results across reporting periods and offers greater and supplemental insight into the performance of our core retail operations when presented in conjunction with our GAAP disclosures.

More specifically, the income or loss from equity method securities relates to our blockchain asset portfolio, which includes passive investments in early-stage blockchain technology companies. These investments are ancillary to our retail business and are not part of our strategic or operational planning for the retail segment. Additionally, the market value and performance of these investments are subject to material volatility driven by external factors unrelated to our retail business.

We adjusted for the gain/loss on debt securities carried at fair value for the most recent period because this is the first period in which we held debt securities carried at fair value due to our recent investments in The Brand House Collective fka Kirkland’s Stores, Inc. (“Kirkland’s”) as disclosed in our 2024 Annual Report. We determined that the gain/loss on debt securities carried at fair value, similar to our income/loss relating to equity method securities, are not reflective of our core retail operations and introduces significant volatility into our GAAP results. Specifically, the gain or loss on debt securities measured at fair value (e.g., promissory notes with Kirkland’s) arises from non-operating investments where we do not participate in day-to-day operations, capital allocation, or economically significant decision-making. These gains or losses were all non-cash, and the Company believes their inclusion in GAAP net loss can distort the comparability of our operating performance across periods.

•In your Item 2.02 Form 8-K for the period ended December 31, 2023, it appears you previously had adjusted for write-downs of assets held for sale. Tell us why you do not adjust for write-downs of assets held for sale in 2024 or the gains on sale of intangible assets in 2024 and 2025.

We respectfully acknowledge the Staff’s comment. The additional write-downs of assets held for sale recorded were $3.4 million for the fiscal year ended December 31, 2024, $1.7 million for the quarter ended December 31, 2024, and none for the quarter ended March 31, 2025, none of which were material to the Company’s results for the relevant periods. We advise the Staff that in future filings, in accordance with the guidance set forth in Question 100.02 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DIs”), we will present non-GAAP measures such as adjusted diluted earnings per share with the same adjustments, regardless of materiality, to ensure consistency between periods.

We did not adjust for gains on the sale of intangible assets to arrive at adjusted diluted net loss per share for any of the above periods, because while they’re non-recurring items, we view the gains on the sale of intangible assets as part of our core retail operations. Such gains represent

September 4, 2025
Adrianne Lee
President and Chief Financial Officer
Bed Bath & Beyond, Inc.
433 W. Ascension Way, 3rd Floor
Murray, UT 84123
Re:Bed Bath & Beyond, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
Form 10-Q for Quarterly Period Ended June 30, 2025
Item 2.02 Form 8-K Dated February 24, 2025
File No. 001-41850
Dear Adrianne Lee:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Executive Commentary, page 33
1.Please disclose in greater detail the underlying business reasons for material changes
between periods in each line item. If there is more than one business reason for the
change, also quantify the incremental impact of each individual reason discussed on
the overall change in the line item. Refer to Item 303(b) of Regulation S-K.
Liquidity and Capital Resources
Operating Activities, page 35
2.Please remove the non-GAAP measure called loss from operating activities, adjusted
for non-cash items, or provide the disclosures required by Item 10(e) of Regulation S-
K.

September 4, 2025
Page 2
Consolidated Financial Statements
Note 22. Other Expense, Net, page 77
3.Please revise your statements of operations to include gains on sale of intangible
assets and write-downs of assets held for sale (i.e., your corporate headquarters) in
operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC
360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible
assets sold were no longer to be held and used. This comment also applies to your
Form 10-Q for the period ended June 30, 2025.
Item 2.02 Form 8-K Dated February 24, 2025
Exhibit 99.1
Non-GAAP Financial Measures and Reconciliations, page 8
4.Please address the following as they relate to adjusted diluted net loss per share:
•Revise your description on page 8 of the adjusted diluted net loss per share
calculation to include the adjustment for gain/loss on debt securities carried at fair
value.
•Tell us why you only present this measure for the most recent period, while you
presumably utilize this measure for a period-to-period comparison.
•Tell us and disclose in greater detail the reasons why management believes that
adjusting for income/loss relating to equity method securities and the gain/loss on
debt securities carried at fair value in arriving at adjusted diluted net loss per share
provides useful information to investors.
•In your Item 2.02 Form 8-K for the period ended December 31, 2023, it appears
you previously had adjusted for write-downs of assets held for sale. Tell us why
you do not adjust for write-downs of assets held for sale in 2024 or the gains on
sale of intangible assets in 2024 and 2025.
•Present the income tax effects related to adjustments to arrive at adjusted diluted
EPS as a separate non-GAAP adjustment.
Refer to Item 10(e)(1)(i)(B) through (D) of Regulation S-K and Questions 100.02,
100.03 and 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

September 4, 2025
Page 3

            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 9, 2023
Adrianne Lee
Chief Financial Officer
Beyond, Inc.
799 West Coliseum Way
Midvale, UT 84047
Re:Beyond, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed February 24, 2023
File No. 000-49799
Dear Adrianne Lee:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Todd Kaye

CORRESP
1
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Document

Overstock.com, Inc.

799 West Coliseum Way

Midvale, Utah 84047

October 26, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Anuja A. Majmudar and Karina Dorin

Re:        Overstock.com, Inc.

Form 10-K for the fiscal year ended December 31, 2022

Filed February 24, 2023

File No. 000-49799

Ladies and Gentlemen:

We write in response to a follow-up letter dated October 12, 2023 ("Follow-up Letter"), addressed to Adrianne Lee, Chief Financial Officer of Overstock.com, Inc. ("we," "us," "our," or the "Company"), regarding our response dated October 2, 2023 to a comment letter dated September 19, 2023 ("Comment Letter"), containing comments of the Staff of the Securities and Exchange Commission (the "Staff") with respect to our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2022 (the "2022 Form 10-K").

For the convenience of the Staff, we have reproduced the text of each numbered paragraph in the Follow-up Letter, followed by our response. We respectfully submit the following information and responses with respect to each comment contained in the Follow-up Letter.

Response dated October 2, 2023

Management's Discussion and Analysis of Financial Conditions and Results of Operations, page 27

1.We note your response to our prior comment 2 states that you have "not identified material indirect consequences of climate-related regulation or business trends that would have a material impact on our business, financial condition, or results of operations." Please include a discussion explaining in greater detail your analysis and how you concluded on the materiality of each of the items noted in our prior comment for which disclosure was not deemed necessary. For example, please explain how you determined that "competitive factors other than lower emissions are the primary drivers in customers purchasing products from our website as compared to purchasing products from our competitors" and how you concluded that the "potential reputational risks associated with public perceptions surrounding our level of participation in carbon reduction efforts" have not had a material impact on your business or operations. Also, you state that since you are a retailer and not a manufacturer, you are limited in the ability to impact climate related effects of manufacturing. Please tell us how you considered discussing the indirect consequences of climate-related regulations or business trends relating to your distribution supply chain, including any greenhouse gas emissions related to shipping and transportation, and warehousing activities. In addition, disclose whether you have experienced increased competition to offer sustainable products or products that result in lower emissions.

We determined the below items listed in the Comment Letter were not required disclosure because we did not believe that they had a material impact on our business, financial condition, or results of operations during the period covered by our Form 10-K for the fiscal year ending December 31, 2022 ("2022 Form 10-K"), based on the below analysis.

•decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

•increased demand for goods that result in lower emissions than competing products;

•increased competition to develop innovative new products that result in lower emissions;

•increased demand for generation and transmission of energy from alternative energy sources; and

•any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

In making the determination that the above items were not material and therefore not subject to disclosure, we considered customer reviews and research from third-party companies advising us on customer preference and key competitive factors in the online home furnishings and furniture industry.

The topic of greenhouse gas emissions was rarely addressed or mentioned by customers in product reviews. Upon analysis of ~4.3 million customer reviews made during the period covered by our 2022 Form 10-K, the terms greenhouse gas, GHG, and/or emissions, appeared in only 11 reviews, or ~0.000256% of reviews. On the other hand, customers regularly addressed or mentioned other factors we believe to be the predominant competitive factors. Upon analysis of ~4.3 million customer reviews made during the period covered by our 2022 Form 10-K, the terms quality, convenience, price, comfort, and/or shipping, appeared in ~2.34 million reviews, or ~54% of reviews.

During the period covered by our 2022 Form 10-K, our third-party research was consistent with the customer reviews we received, and greenhouse gas emissions were not identified as a primary driver (i.e. important) for customers when selecting where to shop for home furnishings and furniture. We considered various research reports and other information provided by third-party experts and consultants, including customer preference and segmentation data, to identify factors that matter most to customers so we could stay competitive in the online retail home furnishings and furniture space. The research confirmed that price, quality, assortment, convenience, findability, fulfillment, delivery, customer service, website functionality, brand recognition, and brand reputation, were primary drivers for customers when choosing where to shop. Items such as climate change and greenhouse gas emissions were not identified as primary drivers for customers.

The information and research we gathered supported the conclusion that competitive factors other than lower emissions are the primary drivers in customers purchasing products from our website as compared to purchasing products from our competitors. We used this information and research to establish the three brand pillars we referenced in our 2022 Form 10-K – "Product Findability," "Smart Value," and "Easy Delivery and Support," and to inform our determination that the predominant competitive factors include the below items referenced in Part I, Item 1, "Competition," of our 2022 Form 10-K:

•price;

•product quality and assortment;

•shopping convenience and product findability;

•website organization and experience;

•order processing and fulfillment;

•order delivery time and accuracy;

•customer service;

•website functionality on mobile devices;

•brand recognition; and

•brand reputation.

We concluded that potential reputational risks associated with public perceptions surrounding our level of participation in carbon reduction efforts have not had a material impact on our business or operations. As mentioned above, customer reviews provided negligible mention of greenhouse gas emissions. Similarly, we monitor press and media coverage and we are not aware of any significant negative publicity regarding our participation in carbon reduction efforts. Our carbon reduction efforts have not been a focus topic for our investors or analysts based on communications we’ve received from these groups. Having not made any material changes to the way we approach or participate in carbon reduction efforts and experiencing no material negative public perceptions in the past relating to such, we concluded that such potential risks were not material for disclosure purposes.

We considered all known indirect consequences of climate-related regulations or business trends relating to our distribution supply chain, including any greenhouse gas emissions related to shipping and transportation, and our limited warehousing activities, and determined they were immaterial for disclosure purposes. We are mindful of various environmental considerations and have implemented a shipping carrier screening process to ensure that we partner with responsible shippers when it comes to the environment. Similarly, we have sought to make environmentally responsible choices at our fulfillment centers by increasing the percentage of recycled and recyclable materials used in our packaging. For example, we moved to 100% recycled air pillows during the period covered by the 2022 Form 10-K at no additional cost. Although environmental responsibility is one factor we consider when selecting shipping partners and at our warehouses, we weigh this with other competitive factors listed above, such as price, order processing and fulfillment, order delivery time and accuracy, and customer service. We have not found it necessary to sacrifice service or cost to conduct our business in an environmentally responsible manner and we did not find that such decisions were material for disclosure purposes.

Our third-party research and customer reviews referenced above further support our belief that we have not experienced increased competition to offer sustainable products or products that result in lower emissions. We further do not believe we have experienced an increased demand for generation and transmission of energy from alternative energy sources. Other than maintaining the solar panels on our amenities building at our corporate headquarters that were part of the original construction in 2017 and are used to partially offset our energy use, we do not generate or transmit energy.

We will continue to monitor the factors identified in the Comment Letter and to the extent that we conclude that any of the factors addressed above are reasonably likely to materially impact our business, financial condition, or results of operations, we will make appropriate disclosures in future filings.

2.We note your response to the last bullet point in prior comment 3 states that you did not incur any costs associated with physical or operational damage caused by weather related impacts. However, you also state in response to the first and second bullet points of our prior comment that no severe weather conditions led to material physical damages resulting in material loss of business and operational disruption, and you did not experience any material weather-related damage to your property or operations during the periods covered by your 2022 Form 10-K. Please revise to clarify whether you experienced any weather-related damages to your property, business or operations for the years ended December 31, 2020, 2021 and 2022. If so, please explain how you concluded on materiality and provide quantitative information to support your determination.

In addition, we note your response references a risk factor relating to your dependence on third-party companies that support functions critical to your supply chain. Please revise your disclosure to more clearly explain how you could be impacted if severe weather impacts your customers, suppliers, partners, including third-party carriers and independent fulfillment partners.

We did not experience any weather-related damage to our property, business or operations for the years ended December 31, 2020, 2021 and 2022 at our owned or operated facilities.

In our asset-light operating model, we rely on third-parties that support functions critical to our supply chain and severe weather events affecting those third parties' operations could potentially cause temporary impacts. However, our asset-light business model helps us mitigate any consequences of severe weather events. We have

millions of customers that are spread out geographically. We have thousands of partners that are spread out geographically (including third-party manufacturers, distributors and other suppliers) and these partners maintain the products sold on our website at various locations that are spread out geographically and these partners ship the products sold on our website through various shipping carriers that are also spread out geographically. While any given geographic area may experience temporary negative impacts of a severe weather event, we believe that such an event is unlikely to have a material impact on our business as a whole and therefore is not specifically identified as a material risk within our risk factors.

For example, in February of 2021, Texas experienced the longest freezing streak in the state's history, causing shipping delays in the area and leaving millions of people without power. Our sales in Texas were temporarily disrupted due to the storm and we estimate that our business lost ~$1.1 million in gross merchandise sales ("GMS") as a result of the storm1. This GMS loss amounted to only ~0.132% of our business quarterly GMS and was not material. As a result of our asset-light business model, we believe that severe weather is unlikely to cause material impacts to our business, financial condition, or results of operations and therefore does not rise to a material risk factor that should be disclosed.

3.We note your response to prior comment 4. Please tell us whether you expect to purchase carbon credits or offsets, or renewable energy certificates, in future periods.

As noted in our prior response, we voluntarily purchased renewable energy certificates from our local power company in each of the three years covered by our 2022 Form 10-K to partially offset our energy use, spending $6,338 in 2022, $6,338 in 2021, and $7,483 in 2020. We currently do not have plans to adjust the amount we spend to purchase carbon credits or offsets and expect amounts for current periods and periods in the immediate future to be in line with those incurred in 2022, 2021, and 2020.

* * * * *

If you would like to discuss the above response or any other matter, please contact the undersigned at (801) 947-3100, or our outside securities counsel at Bryan Cave Leighton Paisner LLP, Todd M. Kaye, at (314) 259-2194.

  Sincerely,

  OVERSTOCK.COM, INC.

   /s/ ADRIANNE B. LEE

   Adrianne B. Lee

   Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

cc:         E. Glen Nickle, Esq. (Overstock.com, Inc.)

Todd M. Kaye, Esq. (Bryan Cave Leighton Paisner LLP)

______________________________________

1 In calculating the amount lost in Texas in February 2021 as a result of the storm, we compared GMS in January 2021 to February 2021 in Texas versus non-Texas areas in which we sell product. We applied the percentage change in the non-Texas locations to Texas to calculate what we would have expected for GMS in Texas in February 2021. We then reduced the expected amount of GMS by the amount actually received in GMS in Texas in February 2021, which resulted in a difference of approximately $1.1 million.

United States securities and exchange commission logo
October 12, 2023
Adrianne Lee
Chief Financial Officer
Overstock.com, Inc.
799 West Coliseum Way
Midvale, UT 84047
Re:Overstock.com, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Response dated October 2, 2023
File No. 000-49799
Dear Adrianne Lee:
            We have reviewed your October 2, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 19, 2023
letter.
Response dated October 2, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
1.We note your response to our prior comment 2 states that you have “not identified
material indirect consequences of climate-related regulation or business trends that would
have a material impact on our business, financial condition, or results of operations."
Please include a discussion explaining in greater detail your analysis and how you
concluded on the materiality of each of the items noted in our prior comment for which
disclosure was not deemed necessary.  For example, please explain how you determined
that “competitive factors other than lower emissions are the primary drivers in customers
purchasing products from our website as compared to purchasing products from our
competitors” and how you concluded that the "potential reputational risks associated with
public perceptions surrounding our level of participation in carbon reduction efforts" have

 FirstName LastNameAdrianne Lee
 Comapany NameOverstock.com, Inc.
 October 12, 2023 Page 2
 FirstName LastName
Adrianne Lee
Overstock.com, Inc.
October 12, 2023
Page 2
not had a material impact on your business or operations.  Also, you state that since you
are a retailer and not a manufacturer, you are limited in the ability to impact climate
related effects of manufacturing.  Please tell us how you considered discussing the indirect
consequences of climate-related regulations or business trends relating to your distribution
supply chain, including any greenhouse gas emissions related to shipping and
transportation, and warehousing activities. In addition, disclose whether you have
experienced increased competition to offer sustainable products or products that result in
lower emissions.
2.We note your response to the last bullet point in prior comment 3 states that you did not
incur any costs associated with physical or operational damage caused by weather related
impacts. However, you also state in response to the first and second bullet points of our
prior comment that no severe weather conditions led to material physical damages
resulting in material loss of business and operational disruption, and you did not
experience any material weather-related damage to your property or operations during the
periods covered by your 2022 Form 10-K.  Please revise to clarify whether you
experienced any weather-related damages to your property, business or operations for the
years ended December 31, 2020, 2021 and 2022. If so, please explain how you concluded
on materiality and provide quantitative information to support your determination.

In addition, we note your response references a risk factor relating to your dependence on
third-party companies that support functions critical to your supply chain.  Please revise
your disclosure to more clearly explain how you could be impacted if severe weather
impacts your customers, suppliers, partners, including third-party carriers and independent
fulfillment partners.
3.We note your response to prior comment 4. Please tell us whether you expect to purchase
carbon credits or offsets, or renewable energy certificates, in future periods.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Todd Kaye

CORRESP
1
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Document

Overstock.com, Inc.

799 West Coliseum Way

Midvale, Utah 84047

October 2, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Anuja A. Majmudar and Karina Dorin

Re:        Overstock.com, Inc.

Form 10-K for the fiscal year ended December 31, 2022

Filed February 24, 2023

File No. 000-49799

Ladies and Gentlemen:

We write in response to the comment letter dated September 19, 2023, addressed to Adrianne Lee, Chief Financial Officer of Overstock.com, Inc. ("we," "us," "our," or the "Company"), regarding comments of the Staff of the Securities and Exchange Commission (the "Staff") with respect to our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2022 (the "2022 Form 10-K"), as referenced above.

For the convenience of the Staff, we have reproduced the text of each numbered paragraph in the comment letter and follow with our response. We respectfully submit the following information and responses with respect to each comment contained in the comment letter.

Form 10-K filed February 24, 2023

General

1.We note that you provided more expansive climate-related disclosure on your website than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided on your website.

We carefully consider and prepare our disclosures in accordance with applicable laws, regulation, and guidance, including our analysis of materiality to our business, operating results, and financial condition. In preparing our 2022 Form 10-K, we considered the applicable provisions of Regulation S-K, Regulation S-X, Rule 12b-20 of the Securities Exchange Act of 1934, and other guidance from the Staff, including the 2010 Commission Guidance Regarding Disclosure Related to Climate Change (collectively, the "Disclosure Requirements"). We note that current Disclosure Requirements do not specifically mandate climate-related disclosure in the Form 10-K or other SEC filings, but that such disclosure could be required if considered material to the company.

Our website pages dedicated to our environmental, social, and governance efforts ("ESG Pages") are provided voluntarily and include a broad range of information to address a variety of stakeholder interests including climate-related disclosures that are beyond the scope of, and are not material under, applicable Disclosure Requirements. Our climate-related disclosures address company energy conservation efforts, including a discussion of certain energy-saving attributes of our corporate headquarters campus, certain policies and practices we have adopted to conserve energy, and certain measures we take to partner with responsible carriers. These items are

disclosed on our website. They are accessible to our customers, vendors, employees, investors, and other interested parties.

While these climate-related disclosures on our website are strategically important to understanding our company's environmental efforts, we assessed the materiality of this information to investors under applicable Disclosure Requirements and determined they were not material. For example, we disclose in our ESG Pages that our corporate headquarters building is LEED-Gold Certified, with various attributes that help reduce energy consumption. While this information may be of interest to our stakeholders, gas and electric costs at our building amounted to approximately 0.115%, 0.0844%, and 0.955% of our total operating expenses in 2022, 2021, and 2020, respectively. Our ESG Pages also disclose ways in which we discourage unnecessary car travel at our corporate headquarters, including providing onsite bike storage and having chosen a headquarters location that is close to a commuter rail station. These efforts, while of interest to employees and other stakeholders, have no direct material financial impact on our business. After careful consideration, we determined the climate-related information currently shared on our ESG Pages was not material to investors (either quantitatively or qualitatively), nor did it have a material effect on our business, our financial condition, or our results of operations. As such, we determined our climate-related information was not required to be included in our 2022 Form 10-K under applicable Disclosure Requirements and was best situated on our website where customers, vendors, investors, and employees could easily access it.

We believe our 2022 Form 10-K and other SEC filings adequately and appropriately inform investors of material information about our business, strategy and financial results without further climate-related disclosures. However, we will continue to monitor and evaluate our climate-related information included on our website and climate-related disclosures as we prepare future SEC filings and will comply with current and future climate disclosure requirements.

Management's Discussion and Analysis of Financial Conditions and Results of Operations, page 27

2.We note your risk factor on page 17 referencing the potential adoption of climate change rules. To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

•decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

•increased demand for goods that result in lower emissions than competing products;

•increased competition to develop innovative new products that result in lower emissions;

•increased demand for generation and transmission of energy from alternative energy sources; and

•any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

Other than costs and potential compliance risks resulting from potential adoption of climate change rules, as referenced in Part I, Item 1A, "Risk Factors," of our 2022 Form 10-K, to date we have not identified material indirect consequences of climate-related regulation or business trends that would have a material impact on our business, financial condition, or results of operations, as discussed below. We will continue to monitor the material indirect consequences of climate-related regulation or business trends, and if they are considered reasonably likely to have a material effect on our business, financial condition, or results of operations, we will disclose such consequences in future SEC filings as appropriate.

•decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources

•increased demand for goods that result in lower emissions than competing products

We have not experienced a decreased demand for goods or services because of customers indicating that our products produce significant greenhouse gas emissions or are related to carbon-based energy sources. Similarly,

we have not experienced an increased demand for goods because of customers indicating that our products result in lower emissions than competing products. We do not believe the emissions of products sold on our website is a primary consideration to customers.

While customers may generally support products that are considered more sustainable and result in lower greenhouse gas emissions, we believe competitive factors other than lower emissions are the primary drivers in customers purchasing products from our website as compared to purchasing products from our competitors. There are many reasons why customers may have a decreased or increased demand for products sold on our website. As referenced in Part I, Item 1, "Competition," of our 2022 Form 10-K, we note our belief that such predominant competitive factors include:

•price;

•product quality and assortment;

•shopping convenience and product findability;

•website organization and experience;

•order processing and fulfillment;

•order delivery time and accuracy;

•customer service;

•website functionality on mobile devices;

•brand recognition; and

•brand reputation.

During the periods covered by our 2022 Form 10-K, we did not experience and we do not currently expect to experience any material change in the demand for our products based on an increase or decrease in demand for goods and services due to greenhouse gas emissions, carbon-based energy sources, or other climate-related impacts.

•increased competition to develop innovative new products that result in lower emissions

As we disclosed in Part I, Item 1, "Competition," of our 2022 Form 10-K, we compete primarily on the bases of price, product quality and assortment, shopping convenience and product findability, website organization and experience, order processing and fulfillment, order delivery time and accuracy, customer service, website functionality on mobile devices, brand recognition, and brand reputation.

Since we are a retailer and not the manufacturer of the products offered for sale on our website, we are limited in our ability to impact the climate related effects of manufacturing. At the time of the filing of the 2022 Form 10-K, and at present, we have not experienced increased material competition to develop innovative new products that result in lower emissions to address climate change.

•increased demand for generation and transmission of energy from alternative energy sources

We have not experienced any increased demand for the generation and transmission of energy from alternative energy sources that has materially impacted our business or operations. We are not engaged in the generation or transmission of energy other than maintaining solar panels at our corporate headquarters amenities building to partially offset our energy use. We purchase energy, which in the three-year period covered by our 2022 Form 10-K, did not materially increase or decrease and did not have a material impact on our financial condition or results of operations.

•any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

We considered potential reputational risks associated with public perceptions surrounding our level of participation in carbon reduction efforts, including any inability to achieve public goals/commitments, or any perceived failure to act responsibly when it comes to the environment or climate change. To date, none of these issues have had a material impact on our business or operations.

To the extent any of the above factors are reasonably likely to materially impact our business, financial condition or results of operations, we will make appropriate disclosures in future filings.

3.Discuss the physical effects of climate change on your operations and results. This disclosure may include the following:

•severity of weather, such as floods, hurricanes, sea levels, arability of farmland, extreme fires, and water availability and quality;

•quantification of material weather-related damages to your property or operations;

•potential for indirect weather-related impacts that have affected or may affect your major customers, suppliers or partners; and

•any weather-related impacts on the cost or availability of insurance.

Your response should include quantitative information for each of the periods for which financial statements are presented in your Form 10-K and explain whether changes are expected in future periods.

We did not experience any material physical effects or operational disruptions related to severe weather or climate change during the periods covered by our 2022 Form 10-K.

•severity of weather, such as floods, hurricanes, sea levels, arability of farmland, extreme fires, and water availability and quality

While individual properties may experience severe weather conditions in the ordinary course of business, such as heavy snow or rainfall, or other natural disasters, which may disrupt operations, no such conditions have led to material physical damages resulting in material loss of business or operational disruption, either individually or in the aggregate for the periods covered by our 2022 Form 10-K.

•quantification of material weather-related damages to your property or operations

We did not experience any material weather-related damage to our property or operations in the years ended December 31, 2022, 2021 or 2020.

•potential for indirect weather-related impacts that have affected or may affect your major customers, suppliers or partners

We did not experience material impacts to our business or operating results from weather-related impacts affecting our major customers, suppliers or partners during the periods covered by our 2022 Form 10-K. The potential for indirect weather-related impacts that could affect our customers, suppliers, or customers in the future is uncertain and difficult to quantify.

Although not specific to weather, we contemplated possible future events affecting the ability of our suppliers, partners, or carriers to deliver products sold on our website timely and at a reasonable cost. In Part I, Item 1A, "Risk Factors," of our 2022 Form 10-K, entitled, "We depend on third-party companies to perform functions critical to our business, and any failure or increased cost on their part could have a material adverse effect on our business," we identified such risk. We will continue to evaluate the effects of weather-related impacts on our customers, suppliers, partners, and carriers, and will describe such effects in future filings if and when the effects are material to our business, financial condition, or results of operations.

•any weather-related impacts on the cost or availability of insurance

We maintain property insurance coverage to protect against weather-related events. During the periods covered by our 2022 Form 10-K, we did not incur any costs associated with physical or operational damage caused by weather-related impacts and weather-related impacts did not materially increase the cost or the availability of insurance to us.

We have not had any material changes to our property insurance coverage or premiums due to weather-related events and increases in our premiums have not been material during the periods covered by our 2022 Form 10-K. Our annual physical property insurance premium costs for the three years ended December 31 2022, 2021, and 2020 were approximately 0.0597%, 0.0414%, and 0.0397%, respectively, of our total operating expenses and were not material to our consolidated statement of operations and cash flows. We currently do not expect insurance premiums to materially increase in the current or future years.

We believe the above quantitative information supports our view that weather-related damages and losses to our property and operations have not been material. Although we are not expecting material weather-related damages or material increases to property insurance costs, we will continue to monitor and provide disclosure in accordance with applicable legal and regulatory requirements if appropriate.

4.If material, please discuss any purchase or sale of carbon credits or offsets and the effects on your business, financial condition, and results of operations. Ensure you provide quantitative information with your response for each of the periods for which financial statements are presented in your Form 10-K and for any future periods.

We have not sold carbon credits or offsets. We have voluntarily purchased renewable energy certificates from our local power company in each of the three years covered by our 2022 Form 10-K to partially offset our energy use. These purchases were not material and amounted to an aggregate cost of approximately $20,000 ($6,338 in 2022, $6,338 in 2021, and $7,483 in 2020).

To the extent we purchase or sell carbon

United States securities and exchange commission logo
September 19, 2023
Adrianne Lee
Chief Financial Officer
Overstock.com, Inc.
799 West Coliseum Way
Midvale, UT 84047
Re:Overstock.com, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed February 24, 2023
File No. 000-49799
Dear Adrianne Lee:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed February 24, 2023
General
1.We note that you provided more expansive climate-related disclosure on your
website than you provided in your SEC filings.  Please advise us what consideration you
gave to providing the same type of climate-related disclosure in your SEC filings as you
provided on your website.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
2.We note your risk factor on page 17 referencing the potential adoption of climate change
rules. To the extent material, discuss the indirect consequences of climate-related
regulation or business trends, such as the following:
•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;

 FirstName LastNameAdrianne Lee
 Comapany NameOverstock.com, Inc.
 September 19, 2023 Page 2
 FirstName LastName
Adrianne Lee
Overstock.com, Inc.
September 19, 2023
Page 2
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
3.Discuss the physical effects of climate change on your operations and results. This
disclosure may include the following:
•severity of weather, such as floods, hurricanes, sea levels, arability of farmland,
extreme fires, and water availability and quality;
•quantification of material weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers, suppliers or partners; and
•any weather-related impacts on the cost or availability of insurance.
Your response should include quantitative information for each of the periods for which
financial statements are presented in your Form 10-K and explain whether changes are
expected in future periods.
4.If material, please discuss any purchase or sale of carbon credits or offsets and the effects
on your business, financial condition, and results of operations. Ensure you provide
quantitative information with your response for each of the periods for which financial
statements are presented in your Form 10-K and for any future periods.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Todd Kaye

December 23, 2019
Jonathan E. Johnson
Chief Executive Officer
Overstock.com, Inc.
799 W. Coliseum Way
Midvale, Utah 84047
Re:Overstock.com, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 22, 2019
File No. 000-49799
Dear Mr. Johnson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert W. Reeder III

CORRESP
1
filename1.htm

CORRESP

 December 23, 2019

Katherine Bagley,

        Division of Corporation Finance,

                Securities and Exchange Commission,

                        100 F Street,
NE,

      Washington, DC 20549.

 Re:

 Overstock.com, Inc.

 Amendment No. 1 to
Preliminary Proxy Statement

 on Schedule 14A

 Filed
December 16, 2019

 File No. 000-49799

 Dear Ms. Bagley:

On behalf of our client, Overstock.com, Inc. (the “Company”), we wish to respond to the comments contained in the letter dated
December 20, 2019 (the “Comments”), on behalf of the staff (the “Staff”) of the Division of Corporation Finance and the Office of Trade & Services of the Securities and Exchange Commission (the
“SEC”), regarding the filing on December 16, 2019 by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Company’s Amendment No. 1 to the Preliminary Proxy
Statement (the “Preliminary Proxy Statement”) with respect to the Company’s Special Meeting of Stockholders (the “Meeting”).

For your convenience, the captions and numbered Comments have been repeated in this letter in bold face and the Company’s responses
immediately follow each numbered Comment in regular type. Unless otherwise indicated, references to page numbers are to the page numbers in the Preliminary Proxy Statement.

We have filed today with the SEC via EDGAR Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy
Statement”) in respect of the Meeting, which incorporates the changes made in response to the Staff’s Comments, as well as certain other updated information. Capitalized terms used and not defined herein have the meanings set forth in
the Revised Proxy Statement.

Katherine Bagley

-2-

 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed December 16, 2019

 Background to the Special Meeting of Stockholders, page 3

1.
 We note your response to comment 2. With a view to informing shareholders’ understanding of the purpose
of the Dividend, please provide as disclosure in your filing your explanation as to how the Dividend will “help the Company achieve its strategic goals with blockchain technology.”

The Company has revised the disclosure on page 4 of the Revised Proxy Statement in response to the Staff’s comment.

Overstock Announces Registration of Dividend, page 3

2.
 We note your response to comment 4, but your amended disclosure is not fully responsive to our comment. In
our view, the company is required to register the offer and sale of the Dividend because it is a disposition of securities for value. As a result of such registration, the shares will be freely transferable in the hands on non-affiliates, which may provide greater liquidity for the shares. If you wish to retain references to liquidity, please revise your disclosure to state that registration may result in greater liquidity. We believe
it is inaccurate to state that you are registering the shares, in part, to provide greater liquidity, when in fact you are registering the shares because you are required to do so under the federal securities laws.

The Company has revised the disclosure on pages 4 and 33 of the Revised Proxy Statement in response to the Staff’s comment.

Alternatives and Outcomes Based on Stockholder Vote, page 5

3.
 We note your response to comment 3 and your amended disclosure that “alternative structures could
include . . . if there is a sufficient number of authorized shares of Preferred Stock undesignated as to series, the issuance of a new series of Preferred Stock as a dividend or the use of depositary shares, with each depositary share representing a
fraction of a share of a new series of Preferred Stock.” Please provide a brief description of how these

Katherine Bagley

-3-

alternatives will “achieve the objectives” of the Dividend. In this regard, we note that your description of these alternatives does not explain how shareholders receiving the
alternative securities will receive any benefits related to digital or blockchain enhancements.

 Because the proxy
statement is still in preliminary form, neither the Company nor its proxy solicitor has engaged in any shareholder solicitation activities. As a result, the Company has not received any shareholder feedback on the Proposals. Without that feedback,
it would be mere speculation, unsupported by any factual basis, for the Company to describe a possible alternative structure.

 The purpose
of this disclosure is to let shareholders know that, depending on the feedback received by the Board on the Proposals, the Board could determine to declare a dividend of a new series of Preferred Stock (or depositary shares representing a fraction
of that new series of Preferred Stock) with terms different from the Series A-1 Preferred Stock but consistent with that feedback and the objectives of the Dividend.

Purpose and Effect of the Series A-1 Preferred Proposal, page 6

Purpose and Effect of the Series B Preferred Proposal, page 8

4.
 We note your response to comment 5. Assuming that your analysis of Delaware contract interpretation law is
correct, please explain how your disclosure that there is a conflict regarding the Board’s ability to unilaterally increase or decrease the number of authorized shares under the Certificates of Designation is consistent with your disclosures
that (1) the July 2019 amendments to the Certificates of Designation were not properly authorized and (2) adoption of the Proposals will result in a loss of stockholder voting rights. Alternatively, please revise your disclosure to remove
references to such “conflict” and make clear that the Certificates of Designation require stockholder approval to increase or decrease the number of authorized shares thereunder.

The Company has revised the disclosure on pages 7 and 10 of the Revised Proxy Statement in response to the Staff’s comment.

General

5.
 We note your response to comment 8. We are unable to agree with your view that the proposed amendments to
eliminate the class vote requirements in the

Katherine Bagley

-4-

Certificates of Designation are inextricably intertwined with the other proposed amendments. Based on your disclosure, it appears that the Dividend can be issued as contemplated regardless of
whether such class vote requirements are eliminated. In addition, we view such proposed elimination of certain preferred stockholder voting rights as material matters that would substantively affect stockholder rights, rather than as immaterial
matters. As such, please unbundle the proposed amendments to eliminate the class vote requirements in the Certificates of Designation from the other proposals so as to allow stockholders to vote on these matters separately.

The Company has revised the disclosure throughout the Revised Proxy Statement to unbundle the proposed amendments to eliminate the class vote
requirements in the Series A-1 Certificate of Designation and Series B Certificate of Designation in response to the Staff’s comment.

*    *    *

Katherine Bagley

-5-

 If you have additional questions or require any additional information with respect to the
Revised Proxy Statement or this letter, please do not hesitate to contact me at (212) 558-3755 or by email (reederr@sullcrom.com) or Cathy Clarkin at (212) 558-4175 or
by email (clarkinc@sullcrom.com).

   Yours truly,

  /s/ Robert W. Reeder III

  Robert W. Reeder III

(Enclosure)

 cc:

 Valian Afshar

 Ted Yu

Mara Ransom

 (Securities and Exchange Commission)

 E. Glen Nickle

Allison Fletcher

 (Overstock.com, Inc.)

 Alan Konevsky

(tZERO Group, Inc.)

Catherine M. Clarkin

 (Sullivan & Cromwell
LLP)

CORRESP
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CORRESP

 December 16, 2019

Katherine Bagley,

     Division of
Corporation Finance,

         Securities and Exchange Commission,

            100 F Street, NE,

                Washington, DC 20549.

Re:

Overstock.com, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed November 22, 2019

File
No. 000-49799

 Dear Ms. Bagley:

On behalf of our client, Overstock.com, Inc. (the “Company”), we wish to respond to the comments contained in the letter
dated December 13, 2019 (the “Comments”), on behalf of the staff (the “Staff”) of the Division of Corporation Finance and the Office of Trade & Services of the Securities and Exchange Commission (the
“SEC”), regarding the filing on November 22, 2019 by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Company’s Preliminary Proxy Statement (the
“Preliminary Proxy Statement”) with respect to the Company’s Special Meeting of Stockholders (the “Meeting”).

For your convenience, the captions and numbered Comments have been repeated in this letter in bold face and the Company’s responses
immediately follow each numbered Comment in regular type. Unless otherwise indicated, references to page numbers are to the page numbers in the Preliminary Proxy Statement.

We have filed today with the SEC via EDGAR Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy
Statement”) in respect of the Meeting, which incorporates the changes made in response to the Staff’s

Katherine Bagley

-2-

 Comments, as well as certain other updated information. Capitalized terms used and not defined herein have the meanings set
forth in the Revised Proxy Statement.

 Preliminary Proxy Statement on Schedule 14A filed November 22, 2019

Cover Letter, page 1

1.
 Please provide us supplementally, or disclose, the factual foundation for the statement that the Dividend is
“the first of its kind.” In this regard, please note that the factual foundation for such assertion must be reasonable. Refer to Rule 14a-9.

tZERO is a financial technology company pursuing potential financial applications of blockchain technologies. tZERO has a team of
approximately 50 software engineers, developers and other technologists who focus on developing and exploring opportunities for novel applications of blockchain technology. tZERO’s team is comprised of experts in the blockchain industry, and
tZERO is not aware of any public company that has issued a similar digitally-enhanced security as a dividend. The Company has revised the disclosure in the cover letter accordingly. For more information about the digitally-enhanced feature of the
Series A-1 Preferred Stock, please refer to our response to Comment 2 below.

 Background of the Special
Meeting of Stockholders

 Purpose of the Dividend, page 3

2.
 We note your disclosure that “[you] believe the Dividend will demonstrate the benefits and promise of
digitally-enhanced securities on a wide scale while utilizing tZERO’s proprietary technology,” and “[you] expect the Dividend will incentivize broker-dealers to participate in and connect with the tZERO platform and the alternative
trading system operated by PRO Securities, LLC.” Please tell us what you mean by your reference to “digitally-enhanced securities,” when your disclosure elsewhere and in the appendices suggests that it is the stock register that will
be digitized, as opposed to the security itself. For example, we note that in Appendices A and C to the proxy statement, the proposed amendments to Section 11 of the Series A-1 Certificate of Designation
would remove all references to “digital” in the Series A-1 Certificate of Designation (other than with respect to the title of the series of preferred stock). As a related matter, please explain how
you expect the Dividend to incentivize broker-dealers to participate in and connect with the tZERO platform and PRO Securities ATS, and how you expect the Dividend to help you “achieve [your] strategic goals with blockchain technology.”

Katherine Bagley

-3-

 The term “digitally-enhanced securities” refers to traditional securities that have the benefit of a
transparent blockchain courtesy carbon copy of the transfer agent’s share register viewable on the blockchain. This blockchain feature of the Series A-1 Preferred Stock, which gives investors the benefit
of increased transparency, makes it digitally-enhanced in the Company’s view.

 Shares of the Series
A-1 Preferred Stock distributed as Dividend shares may, subject to certain exceptions, only be sold through a subscriber to the alternative trading system operated by tZERO ATS, LLC1 (the “tZERO ATS”). The Company believes that increasing the number of owners of Series A-1 Preferred Stock will incentive broker-dealers to
subscribe to the tZERO ATS because the broker-dealers will want to be able to execute trades for their clients who hold shares of Series A-1 Preferred Stock. Thus, the Dividend will help achieve tZERO’s
strategic goal with blockchain technology by increasing the number of transactions in Series A-1 Preferred Stock executed on the tZERO ATS and by exposing more investors to the blockchain technology element of
Series A-1 Preferred Stock records.

 Next Steps for Dividend Following Special Meeting, page 3

3.
 We note your disclosure that, if only Proposal 2 is adopted, or if all three Proposals fail, “the Board
will need to consider whether these votes represent a rejection of the desirability of the Dividend and may consider available alternative structures to achieve the objectives of the Dividend.” Please clarify what is meant by “achieve the
objectives of the Dividend,” including the specific objectives to which you are referring, and whether there are any transactions other than a dividend that you are considering to achieve your objectives. Please clearly disclose, if true, that
you will be unable to issue the Dividend if Proposal 1, and alternatively Proposal 3, is not adopted.

 As described
in the Preliminary Proxy Statement on page 3, the purpose of the Dividend is to allow all Overstock stockholders to receive and experience (and all market participants to see) the benefits and possibilities of enhancements the

1
 PRO Securities, LLC, a California limited liability company, has converted its jurisdiction and changed its
name to tZERO ATS, LLC, a Delaware limited liability company. tZERO ATS, LLC notified FINRA of its name change and conversion and amended its Form BD for the conversion and name change.

Katherine Bagley

-4-

 blockchain can bring to the conventional uncertificated, book-entry securities market, while preserving the
current regulatory regime for that market, and to create opportunities to increase trading on the tZERO ATS.

 If only Proposal 2 is
adopted or if all the Proposals fail, the Board will consider based on feedback from stockholders and other stakeholders whether these votes represent a complete rejection of the Dividend or a rejection of certain aspects of the Dividend. Until the
Board receives this feedback, it is impossible to predict what actions, if any, the Board may take in response to these voting outcomes. However, possible alternatives include, if there are sufficient shares of Preferred Stock undesignated as to
series, to create a new series of Preferred Stock to address the concerns of stockholders and other stakeholders, or to utilize a depositary share structure.

The Company has revised the disclosure on pages 3-5 and 30-31
of the Revised Proxy Statement in response to the Staff’s comment.

 If neither Proposal 1 nor Proposal 3 is adopted, the Company will
be unable to issue the Dividend and has revised the disclosure on pages 3-5 and 30 of the Revised Proxy Statement accordingly.

Overstock Announces Registration of Dividend, page 3

4.
 We note your disclosure that you intend to register the shares of Series
A-1 Preferred Stock with the SEC “to provide greater liquidity” and “so that [the shares] would be freely tradable upon distribution.” We believe it is inaccurate to imply that you are
registering the shares to ensure that they are freely tradable and to provide greater liquidity, rather than disclosing simply that the shares will be freely tradable because the dividend shares are required to be registered as they
represent a disposition for value. Please revise this language, and the language on page 29, accordingly. As a related matter, please clearly disclose that the shares will be freely tradable only by
non-affiliates.

 The Company has revised the disclosure on pages 3 and 30 of
the Revised Proxy Statement in response to the Staff’s comment.

 Purpose and Effect of the Series A-1
Preferred Proposal, page 5

 Purpose and Effect of the Series B Preferred Proposal, page 8

Katherine Bagley

-5-

5.
 We note that you refer to “conflicts” in the Certificates of Designation regarding the ability of
the Board to unilaterally increase or decrease the number of authorized shares of Series A-1 Preferred Stock and Series B Preferred Stock. However, Section 2 of the Certificates of Designation does not
explicitly state that the Board may increase or decrease the number of shares of such Series of Preferred Stock without stockholder approval. Sections 8 and 9 (as applicable) of the Certificates of Designation, on the other hand, state that
preferred stockholders “will vote as a class upon any amendment increasing or decreasing the aggregate number of authorized shares” of the applicable Series of Preferred Stock. In your response letter, please explain why these sections of
the Certificates of Designation conflict with one another.

 While Sections 8 and 9 (as applicable) provide that the
preferred stockholders “will vote as a class upon any amendment increasing or decreasing the aggregate number of authorized shares,” Section 2 of the Series A-1 Certificate of Designation and
the Series B Certificate of Designation also expressly provide that the number of shares of Series A-1 Preferred Stock and Series B Preferred Stock, respectively, may be increased or decreased by the Board.
This is an affirmative statement of the power of the Board and is not expressly subject to any other provision of the Series A-1 Certificate of Designation or the Series B Certificate of Designation,
respectively. If Sections 8 and 9 (as applicable) override Section 2, then there would be no purpose for the language in Section 2 granting the Board the power to change the number of shares. It is a “cardinal rule of contract
construction that, where possible, a court should give effect to all contract provisions.” E.I. du Pont de Nemours & Co. v. Shell Oil Co., 498 A.2d 1108, 1114 (Del. 1985). Applying Delaware contract
interpretation law, attempting to give both provisions meaning results in a conflict.

 However, in light of the significant uncertainty
with respect to the effectiveness of the amendments to the Series A-1 Certificate of Designation and the Series B Certificate of Designation, we have revised the disclosure on pages 6 and 9 of the Revised
Proxy Statement to provide that the amendments were not properly authorized and, therefore, certificates of correction were filed to void the July Series A-1 Amendment and the July Series B Amendment,
respectively.

 Questions and Answers about the Special Meeting and Procedural Matters

What is the purpose of the Special Meeting?, page 29

Katherine Bagley

-6-

6.
 We note your disclosure that, if adopted, the proposals in this filing “will allow the Series A-1 Preferred Stock to be held and traded by a wide group of investors.” Please clarify that the proposals, if adopted, will allow a wide group of investors to hold the Series A-1 Preferred Stock, but will not necessarily allow these investors to trade the Series A-1 Preferred Stock. In this regard, we note your disclosure on page 16 that
“[i]n order to sell the Series A-1 Preferred Stock, however, [investors] must open an account with an ATS- subscribing broker-dealer.”

 The Company has revised the disclosure on the cover letter and pages 1, 3 and 30 of the Revised Proxy Statement in
response to the Staff’s comment.

 What is a quorum?, page 30

7.
 We note the following statement: “The presence in person or by proxy of the holders of a majority of
the Voting Shares outstanding on the record date will constitute a quorum for the Special Meeting.” In your response letter, please explain why separate quorums are not also required for the shareholders of the Series A-1 Preferred Stock and the Series B Preferred Stock, including with reference to the quorum requirement set forth in Section 216(4) of the Delaware General Corporation Law (the “DGCL”).

 The Company has revised the disclosure on page 32 of the Revised Proxy Statement to clarify a separate quorum of
each of a majority of the outstanding shares of Series A-1 Preferred Stock is required for Proposals 1 and 3 and a majority of the outstanding shares of Series B Preferred Stock is required for Proposal 2.

 General

8.
 The Proposals appear to bundle numerous material matters, including changing the number of authorized shares
of the Series A-1 Preferred Stock and the Series B Preferred Stock, as well as amending the voting rights of the shareholders of both Series of Preferred Stock. In your response letter, please provide an
analysis of how the matters included in the Proposals comply with Rule 14(a)-4(a)(3).

The Company has carefully considered Rule 14a-4(a)(3) and the Staff’s guidance regarding
unbundling (Compliance and Disclosure Interpretations, Exchange Act Rule 14a-4(a)(3) (last updated Jan. 24, 2014)) and believes that the proposed amendments to the Certificates of Designation for each
of the Series A-1

Katherine Bagley

-7-

 Preferred Stock and the Series B Preferred Stock (each, a “Certificate” and, collectively,
the “Certificates”) are not the types of changes that, based on the Staff’s guidance and practice, are required to be unbundled and presented as separate proposals.

First, the Staff’s guidance makes clear that multiple matters that are so “inextricably intertwined” as to effectively
constitute a single matter need not be unbundled. The Company views each of the proposed amendments to the respective Certificate as being inextricably intertwined because each relates to, and is being made for the purpose of, facilitating the
payment of the Dividend. The Dividend cannot be made as proposed without increasing the authorized number of shares of Series A-1 Preferred Stock and decreasing the authorized number of shares of Series B
Preferred Stock. The proposed amendments to eliminate the class vote requirement for each of the Series A-1 Preferred Stock and the Series B Preferred Stock are directly related to this increase or decrease in
the number of authorized shares and, as discussed in the response to Comment 5, resolve the current conflict in the Certificates as to whether the Board independently can set the number of authorized shares of each series consistent with its terms.
The proposed amendments do not alter any substantive voting rights of the holders of Preferred Stock beyond resolving this conflict. Moreover, in the case of the Series A-1 Preferred Stock, the proposed
changes to (i) remove certain restrictions on ownership and transfer of the Series A-1 Preferred Stock (Section 12) and (ii) amend the uncertificated share requirement (Section 11) are beneficial to
holders of the Series A-1 Preferred Stock and are designed to increase the persons and entities that may hold Series A-1 Preferred Stock and facilitate transfers of the
shares received in connection with the Dividend.

 The Staff has also made clear that it would not object to the bundling of any number of
immaterial matters with a single, material matter unless management “knows or has reason to believe” that a matter is “one on which shareholders could reasonably be expected to wish to express” a sep

December 13, 2019
Jonathan E. Johnson
Chief Executive Officer
Overstock.com, Inc.
799 W. Coliseum Way
Midvale, Utah 84047
Re:Overstock.com, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 22, 2019
File No. 000-49799
Dear Mr. Johnson:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 22, 2019
Cover Letter, page 1
1.Please provide us supplementally, or disclose, the factual foundation for the statement that
the Dividend is "the first of its kind."  In this regard, please note that the factual
foundation for such assertion must be reasonable.  Refer to Rule 14a-9.
Background of the Special Meeting of Stockholders
Purpose of the Dividend, page 3
2.We note your disclosure that "[you] believe the Dividend will demonstrate the benefits
and promise of digitally-enhanced securities on a wide scale while utilizing tZERO's
proprietary technology," and "[you] expect the Dividend will incentivize broker-dealers to
participate in and connect with the tZERO platform and the alternative trading system
operated by PRO Securities, LLC."  Please tell us what you mean by your reference to
"digitally-enhanced securities," when your disclosure elsewhere and in the appendices

 FirstName LastNameJonathan E. Johnson
 Comapany NameOverstock.com, Inc.
 December 13, 2019 Page 2
 FirstName LastNameJonathan E. Johnson
Overstock.com, Inc.
December 13, 2019
Page 2
suggests that it is the stock register that will be digitized, as opposed to the security itself.
For example, we note that in Appendices A and C to the proxy statement, the proposed
amendments to Section 11 of the Series A-1 Certificate of Designation would remove all
references to "digital" in the Series A-1 Certificate of Designation (other than with respect
to the title of the series of preferred stock).  As a related matter, please explain how you
expect the Dividend to incentivize broker-dealers to participate in and connect with the
tZERO platform and PRO Securities ATS, and how you expect the Dividend to help you
"achieve [your] strategic goals with blockchain technology."
Next Steps for Dividend Following Special Meeting, page 3
3.We note your disclosure that, if only Proposal 2 is adopted, or if all three Proposals fail,
"the Board will need to consider whether these votes represent a rejection of the
desirability of the Dividend and may consider available alternative structures to achieve
the objectives of the Dividend."  Please clarify what is meant by "achieve the objectives of
the Dividend," including the specific objectives to which you are referring, and whether
there are any transactions other than a dividend that you are considering to achieve your
objectives.  Please clearly disclose, if true, that you will be unable to issue the Dividend if
Proposal 1, and alternatively Proposal 3, is not adopted.
Overstock Announces Registration of Dividend, page 3
4.We note your disclosure that you intend to register the shares of Series A-1 Preferred
Stock with the SEC "to provide greater liquidity" and "so that [the shares] would be freely
tradable upon distribution."  We believe it is inaccurate to imply that you are registering
the shares to ensure that they are freely tradable and to provide greater liquidity, rather
than disclosing simply that the shares will be freely tradable because the dividend
shares are required to be registered as they represent a disposition for value.  Please revise
this language, and the language on page 29, accordingly.  As a related matter, please
clearly disclose that the shares will be freely tradable only by non-affiliates.
Purpose and Effect of the Series A-1 Preferred Proposal, page 5
Purpose and Effect of the Series B Preferred Proposal, page 8
5.We note that you refer to "conflicts" in the Certificates of Designation regarding the
ability of the Board to unilaterally increase or decrease the number of authorized shares of
Series A-1 Preferred Stock and Series B Preferred Stock.  However, Section 2 of the
Certificates of Designation does not explicitly state that the Board may increase or
decrease the number of shares of such Series of Preferred Stock without stockholder
approval.  Sections 8 and 9 (as applicable) of the Certificates of Designation, on the other
hand, state that preferred stockholders "will vote as a class upon any amendment
increasing or decreasing the aggregate number of authorized shares" of the applicable
Series of Preferred Stock.  In your response letter, please explain why these sections of the
Certificates of Designation conflict with one another.

 FirstName LastNameJonathan E. Johnson
 Comapany NameOverstock.com, Inc.
 December 13, 2019 Page 3
 FirstName LastNameJonathan E. Johnson
Overstock.com, Inc.
December 13, 2019
Page 3
Questions and Answers about the Special Meeting and Procedural Matters
What is the purpose of the Special Meeting?, page 29
6.We note your disclosure that, if adopted, the proposals in this filing "will allow the Series
A-1 Preferred Stock to be held and traded by a wide group of investors."  Please clarify
that the proposals, if adopted, will allow a wide group of investors to hold the Series A-1
Preferred Stock, but will not necessarily allow these investors to trade the Series A-1
Preferred Stock.  In this regard, we note your disclosure on page 16 that "[i]n order to sell
the Series A-1 Preferred Stock, however, [investors] must open an account with an ATS-
subscribing broker-dealer."
What is a quorum?, page 30
7.We note the following statement: "The presence in person or by proxy of the holders of a
majority of the Voting Shares outstanding on the record date will constitute a quorum for
the Special Meeting."  In your response letter, please explain why separate quorums are
not also required for the shareholders of the Series A-1 Preferred Stock and the Series B
Preferred Stock, including with reference to the quorum requirement set forth in Section
216(4) of the Delaware General Corporation Law (the "DGCL").
General
8.The Proposals appear to bundle numerous material matters, including changing the
number of authorized shares of the Series A-1 Preferred Stock and the Series B Preferred
Stock, as well as amending the voting rights of the shareholders of both Series of
Preferred Stock.  In your response letter, please provide an analysis of how the matters
included in the Proposals comply with Rule 14(a)-4(a)(3).
9.We note that, according to the proxy statement, the separate class votes of the Series A-1
Preferred Stock and the Series B Preferred Stock each require the affirmative vote of the
holders of a majority of the outstanding shares of such series of Preferred Stock, voting
together as a single class.  In your response letter, please provide an analysis as to why
this is the appropriate voting standard for the separate class votes, as opposed to the
affirmative vote of the majority of the shares of such Series of Preferred Stock present in
person or represented by proxy at the meeting.  In your analysis, please make reference to
the voting standard set forth in Section 216(4) of the DGCL.
10.We note that Section 8 of the Series B Certificate of Designation states that "the holders of
the shares of Series B Preferred shall vote together with the holders of the shares of [the
Blockchain Voting Series A Preferred Stock (the "Series A Preferred Stock")] and the
holders of the shares of Common Stock," but does not include a reference to the Series A-
1 Preferred Stock.  We further note that you filed a Certificate of Elimination with respect
to the Series A Preferred Stock, of which no shares remain outstanding.  In your response
letter, please explain whether such reference in the Series B Certificate of Designation to
the Series A Preferred Stock, as opposed to the Series A-1 Preferred Stock, affects the

 FirstName LastNameJonathan E. Johnson
 Comapany NameOverstock.com, Inc.
 December 13, 2019 Page 4
 FirstName LastName
Jonathan E. Johnson
Overstock.com, Inc.
December 13, 2019
Page 4
required votes for the Proposals.
11.We note your disclosure that holders of fractional shares will not receive the dividend.
Please amend your disclosure to describe what holders of fractional shares will receive in
lieu of the dividend.  If shareholders are receiving cash in lieu of fractional shares, please
disclose how you will calculate the same.
12.We note your disclosures throughout the proxy statement that if the proposals are
approved, Series A-1 and Series B preferred shareholders will no longer be entitled to vote
on the increase or decrease in the number of authorized shares of each class respectively.
Please amend your disclosures in each relevant proposal to clearly and prominently
describe that a vote in favor of each relevant proposal will result in this loss of voting
rights.  See Item 12(c) of Schedule 14A.  Please also revise the third paragraph on page 1
of the proxy statement to indicate that you are seeking stockholder approval to amend the
voting rights of both the Series A-1 Preferred Stock and the Series B Preferred Stock.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Katherine Bagley at (202) 551-2545, Valian Afshar at (202) 551-
 8729, Ted Yu at (202) 551-7266, or Mara Ransom at (202) 551-3264 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert W. Reeder III

March 8, 2019
Gregory J. Iverson
Chief Financial Officer
OVERSTOCK.COM, INC
799 West Coliseum Way
Midvale, Utah 84047
Re:OVERSTOCK.COM, INC
Form 10-K For the Fiscal Year ended December 31, 2017
Filed March 15, 2018
File No. 000-49799
Dear Mr. Iverson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
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		Document

Overstock.com, Inc.

799 West Coliseum Way

Midvale, Utah 84047

January 10, 2019

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Attn: Mara Ransom, Assistant Director

Re:

 Overstock.com, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 15, 2018

File No. 000-49799

Ladies and Gentlemen:

Overstock.com, Inc. (the "Company," "we", "us", or "our"), is submitting this letter in response to the written comments of the staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") contained in your letter dated December 26, 2018, with respect to the Company's Form 10-K for the Fiscal Year Ended December 31, 2017 filed with the Commission on March 15, 2018, File No. 000-49799. As used herein, "tZERO" shall refer to tZERO Group, Inc. (formerly tZERO.com, Inc.), which is a majority-owned subsidiary of the Company.

For ease of reference, we have reproduced below in bold-faced type the comments of the Staff contained in that letter followed by the Company's response to each comment in plain type.

Form 10-K For the Fiscal Year ended December 31, 2017

General

1.

 We note your disclosure on page 37 of your Form 10-K that "tZERO expects to develop a new trading platform for the tZERO Security Tokens it plans to issue in connection with its security token offering and for use by other companies that issue tokens treated as securities, but it is only in the preliminary stages of development of the new trading platform," and your disclosure on page 40 that "tZERO is only in the preliminary stages of development of the Token Trading System and may not successfully develop, market and launch any Token Trading System." We also note the disclosure in your Form 10-Q for the period ended June 30, 2018 that "tZERO has recently entered into a joint venture with BOX Digital Market LLC to develop a national securities exchange with regulatory approvals that would enable the exchange to trade security tokens." As of your most recent Form 10-Q for the period ended September 30, 2018, it appeared that the trading platform for tZERO Security Tokens, any token trading system, and the national securities exchange for tokens were in the preliminary stages of development. However, in your Form 8-K filed December 17, your letter to shareholders indicates that "you are wrapping up development of the security token trading platform in the next couple of weeks, and, subject to finalizing regulatory review, plan to unveil it to the world early in the new year." Please tell us the status of any token trading platform or system, including a detailed discussion of the platform's stage of development, any required regulatory approvals or registrations and clarify the date(s) by which you expect any platforms to be operational and for what purpose(s). Please do the same with respect to your plans for the national securities exchange to trade security tokens.

Background

As noted in the Company's Form 10-Q for the period ended September 30, 2018 (the "Third Quarter 10-Q") "[a]n important part of tZERO's strategy is to buy, build, or partner with other entities in order to aggregate all the necessary components to have end-to-end ownership of the first fully regulated security token trading, clearing and settlement platform." (emphasis added). tZERO is pursuing at least two distinct aspects of this strategy:

•

 The "Token Trading System" - the development of a platform to facilitate the private trading by accredited investors of the tZERO Security Tokens and other tokens or coins that are determined to be securities for purposes of U.S. securities laws on the alternative trading system (the "PRO Securities ATS") operated by its subsidiary, PRO Securities, LLC ("PRO Securities"), which is further described under "The PRO Securities ATS Platform" below; and

•

 A broader strategy to develop the first U.S. national securities exchange (the "National Securities Exchange"), which it is pursuing through its joint venture with BOX Digital and which is further described under the caption "The BOX Digital JV" below.

As described below, the Company has provided appropriate updates regarding progress on this security token trading, clearing and settlement platform (including the Token Trading System and the National Securities Exchange) in its filings made under the Securities Exchange Act of 1934 (the "1934 Act") since the filing of the Form 10-K for the fiscal year ended December 31, 2017 (the "2017 10-K"). We note that the Company has not disclosed in any Form 10-Q for any of the three quarters in fiscal year 2018 (following the filing of the 2017 10-K in March 2018) that it is in the "preliminary stages" of developing the Token Trading System. Accordingly, we disagree with the Staff's statement in the comment that "[a]s of your most recent Form 10-Q for the period ended September 30, 2018, it appeared that the trading platform for tZERO Security Tokens, any token trading system, and the national securities exchange for tokens were in the preliminary stages of development." We note that the statement the Staff describes in the Company's Form 8-K filed December 17, 2018 relates to the more limited "Token Trading System" (the PRO Securities ATS platform described below), and not to the fuller strategic goal of developing the National Securities Exchange through the BOX Digital joint venture.

The PRO Securities ATS Platform

As of the date of this letter, tZERO, along with its affiliate, PRO Securities and its various business partners (all SEC-registered broker-dealers and FINRA members, each of whom licenses tZERO technology and software), is in the final stages of development of a trading environment, or platform, that will enable holders of the tZERO Preferred Equity Tokens ("Tokens") to resell their Tokens in transactions to other accredited investors exempt from registration under the Securities Act of 1933 (the "1933 Act") pursuant to the exemption from registration provided by Section 4(a)(7) of the 1933 Act. This platform is the "Token Trading System" and is not a stand-alone entity or website, but rather is a system that links the various registered entities (including PRO Securities, an introducing broker, and a clearing and custodial broker), as well as the issuer's transfer agent, required to effect trades in Tokens. As a result of the combination of (1) the smart contract design in the Tokens using the licensed tZERO technology, (2) the structure of the platform and (3) the roles of the various participants, all trades by design will satisfy the statutory requirements of Section 4(a)(7), thus effectively enforcing all restrictions related to secondary trading (as required under Regulation D and Regulation S).

tZERO expects the Token Trading System to be operational for trading the Tokens shortly following the expiration of 90-day period following the issuance of the Tokens. On October 12, 2018, tZERO issued the Tokens in settlement of the Simple Agreement for Future Equity ("SAFE") which are subject to a 90-day trading lock-up period in order to comply with Section 4(a)(7)), which expires on January 10, 2019. tZERO ultimately intends to scale the tZERO technology and software to allow the platform to enable holders of other issuers' security tokens or digital assets to be resold in transactions exempt from registration under the 1933 Act.

Initial 10-K disclosure. As noted in the Company's 2017 10-K, tZERO has been working in recent years to leverage its experience and expertise from developing and maintaining a trading platform for the trading of the Company's Series A preferred stock, in order to develop a platform that would also be capable of trading the Tokens and other tokens or coins that are determined to be securities for purposes of U.S. securities laws. This was referred to in the 2017 10-K as the "Token Trading System." The 2017 10-K disclosure noted that the Token Trading System "may be developed as an additional functionality of the PRO Securities ATS, as a functionality of another U.S. alternative trading system or a U.S. exchange that tZERO operates or designates, as a functionality of a non-U.S. trading system or a non-U.S. exchange that tZERO may operate or designate, or any other format, wherever situated." As indicated in the Staff's comment, the 2017 10-K disclosed that at the date of its filing, tZERO was only in the preliminary stages of development of the Token Trading System and that the complex technological considerations and numerous legal and regulatory issues implicated by the system would be likely addressed in consultation with tZERO's broker‑dealer subsidiaries' regulators, in particular FINRA and the SEC.

Subsequent updates. On May 10, 2018, the Company filed a Form 8-K (the "May 10 8-K") announcing the appointment of Saum Noursalehi as Chief Executive Officer of tZERO, concurrently with Mr. Noursalehi's resignation from his position as President, Retail, of the Company and Patrick Byrne's resignation from his position as Chief Executive Officer of tZERO. As noted in the May 10 8-K, this represented a significant investment of resources by the Company in the development of the tZERO platform in order to accelerate the platform's development.

In addition, the Company filed a Form 8-K on May 22, 2018 (the "May 22 8-K"), to furnish a copy of a Supplement dated May 22, 2018 (the "Supplement") to tZERO's Confidential Private Placement Offering Memorandum, as Amended, Supplemented and Restated as of March 1, 2018 (the "Offering Memorandum"). In addition to noting the management changes described above, the Supplement contained an update on the development of the Token Trading System, noting that "[o]ver the last several months, we have achieved significant progress toward tZERO's goal of an operating trading platform for tokens and coins (including the [tZERO Security Tokens]) that are determined to be securities for purposes of the U.S. securities laws." The Supplement set forth further details about the technical aspects of the platform development at that point.

In addition to the foregoing, in the Third Quarter 10-Q (filed on November 9, 2018), the Company included a subsection in its MD&A entitled "Recent tZERO Business Developments" in which, in addition to the overall strategy statement noted above, the Company disclosed that tZERO had determined not to move forward with certain previously disclosed relationships related to the platform, but that it began evaluating alternative strategic relationships that may replace one or more roles tZERO expected one of those parties to fulfill during the third quarter, and, while it had identified suitable candidates to perform these roles, tZERO had not yet entered into definitive agreements with those parties. The result of those discussions is the restricted platform described above that enables the private trading of the Tokens in a manner compliant with Section 4(a)(7) described in detail above.

Regulatory Status. Subsequent to the filing of the Third Quarter 10-Q, representatives of tZERO, PRO Securities, as operator of PRO Securities ATS, the introducing broker, the clearing and custodial broker, and tZERO, as issuer, met with FINRA representatives on November 27, 2018 and recently submitted written responses to follow-up inquiries from FINRA following that meeting. Moreover, the introducing broker and the clearing and custodial broker filed their fully disclosed clearing agreement with FINRA and expect to receive approval shortly. The introducing broker will not begin the process of onboarding Token holders and potential Token purchasers until FINRA has approved the clearing agreement.

In addition, on December 14, 2018 PRO Securities filed an amendment to its Form ATS with the Division of Trading and Markets of the SEC to describe the changes to its operations as a result of the implementation of the Token Trading System platform, including the addition of the introducing broker as a subscriber to the PRO Securities ATS. The 20-day advance notice period prior to implementing the changes considered material changes to the operation of the PRO Securities ATS ended on January 3, 2019, with no further comment from the SEC Staff.

Except as described above, no further regulatory approvals or registrations are necessary in order for the above-described trading platform to begin facilitating private resales under Section 4(a)(7).

The BOX Digital JV

As referenced in the Staff's comment, separately from the above-described Section 4(a)(7) Token Trading System, the Supplement filed on May 22, 2018 also set forth a discussion of the proposed joint venture with BOX Digital Markets LLC ("BOX Digital") to form and operate a proposed joint venture to list and publicly trade security tokens for companies that issue, or convert existing stock to, security tokens. Subsequent to that, the Company publicly announced on June 19, and disclosed in its Form 10-Q for the period ended June 30, 2018, that tZERO and BOX Digital had entered into a joint venture for the purpose of developing the National Securities Exchange with regulatory approvals that would enable the National Securities Exchange to trade security tokens. Such trading will occur through a facility of BOX known as TokynX LLC ("TokynX"). As a facility of BOX, TokynX's operations will be subject to applicable requirements in Sections 6 and 19 of the 1934 Act, among other applicable rules and regulations.

Pursuant to the operating agreement for TokynX, tZERO will provide the technology required to create and operate the National Securities Exchange and will manage the ongoing technology implementation, administration, maintenance and support, while BOX will provide executive leadership and regulatory expertise to TokynX. As noted in the Company's prior disclosures, following execution of definitive documentation, the joint venture would seek SEC approval and the joint venture would terminate if regulatory approval is not obtained. The Company has been informed that the TokynX leadership continues to work with the Staff of the Division of Trading and Markets and anticipates regulatory approval in mid-2019.

We note that the Company's next upcoming Form 10-K for fiscal year 2018 will further describe the various components of the overall tZERO platform in a manner consistent with prior disclosures and this comment response. In particular, the Company plans to provide a more detailed update of the business and regulatory status of the Token Trading System (Pro Securities ATS) and the joint venture with BOX Digital, as well as any other relevant updates.

Note 2. Accounting Policies

Noncontrolling interests, page 110

2.

 We note that tZERO launched a security token offering of the right to acquire, if issued in the future, tZERO Preferred Equity Tokens through a Simple Agreement for Future Equity ("SAFE"). Please tell us how you determined that the SAFE qualified as an equity classified financial instrument presented within noncontrolling interest. Also tell us and disclose in future filings the pertinent rights and privileges of the SAFE and, if known, Preferred Equity Tokens and how you determine the profit or loss attributable to the noncontrolling interest. See ASC 505-10-50-3.

The following analysis is based on the terms of the tZERO security token offering (the "Offering") that was launched on December 18, 2017 by which investors purchased the right to acquire Tokens through a SAFE. Please refer to tZERO's Supplement and Offering Memorandum, which as noted above was filed by the Company with its May 22 8-K, for a complete list of terms and conditions.

Applicable Guidance

In performing our analysis of the SAFE instrument, we considered the following authoritative accounting literature from

December 26, 2018
Gregory J. Iverson
Chief Financial Officer
OVERSTOCK.COM, INC
799 West Coliseum Way
Midvale, Utah 84047
Re:OVERSTOCK.COM, INC
Form 10-K For the Fiscal Year ended December 31, 2017
Filed March 15, 2018
File No. 000-49799
Dear Mr. Iverson:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K For the Fiscal Year ended December 31, 2017
General
1.We note your disclosure on page 37 of your Form 10-K that "tZERO expects to develop a
new trading platform for the tZERO Security Tokens it plans to issue in connection with
its security token offering and for use by other companies that issue tokens treated as
securities, but it is only in the preliminary stages of development of the new trading
platform," and your disclosure on page 40 that "tZERO is only in the preliminary stages of
development of the Token Trading System and may not successfully develop, market and
launch any Token Trading System."  We also note the disclosure in your Form 10-Q for
the period ended June 30, 2018 that "tZERO has recently entered into a joint venture with
BOX Digital Market LLC to develop a national securities exchange with regulatory
approvals that would enable the exchange to trade security tokens."  As of your most
recent Form 10-Q for the period ended September 30, 2018, it appeared that the trading
platform for tZERO Security Tokens, any token trading system, and the national securities

 FirstName LastNameGregory J. Iverson
 Comapany NameOVERSTOCK.COM, INC
 December 26, 2018 Page 2
 FirstName LastName
Gregory J. Iverson
OVERSTOCK.COM, INC
December 26, 2018
Page 2
exchange for tokens were in the preliminary stages of development.  However, in your
Form 8-K filed December 17, your letter to shareholders indicates that "you are wrapping
up development of the security token trading platform in the next couple of weeks, and,
subject to finalizing regulatory review, plan to unveil it to the world early in the new
year."  Please tell us the status of any token trading platform or system, including a
detailed discussion of the platform's stage of development, any required regulatory
approvals or registrations and clarify the date(s) by which you expect any platforms to be
operational and for what purpose(s).  Please do the same with respect to your plans for the
national securities exchange to trade security tokens.
Note 2. Accounting Policies
Noncontrolling interests, page 110
2.We note that tZERO launched a security token offering of the right to acquire, if issued in
the future, tZERO Preferred Equity Tokens through a Simple Agreement for Future
Equity ("SAFE").  Please tell us how you determined that the SAFE qualified as an equity
classified financial instrument presented within noncontrolling interest.  Also tell us and
disclose in future filings the pertinent rights and privileges of the SAFE and, if known,
Preferred Equity Tokens and how you determine the profit or loss attributable to the
noncontrolling interest.  See ASC 505-10-50-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Andrew Blume, Staff
Accountant, at 202-551-3254 if you have questions regarding comments on the financial
statements and related matters.  Please contact Katherine Bagley, Staff Attorney, at 202-551-
2545 or Mara Ransom, Assistant Director, at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

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Overstock.com, Inc.

6350 South 3000 East

Salt Lake City, Utah 84121

December 7, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Mara L. Ransom

Jenifer López

Re:                             Overstock.com, Inc.

Registration Statement on Form S-3 (Registration No. 333-203607)

Ladies and Gentlemen:

On behalf of Overstock.com, Inc. (the “Company”), the undersigned hereby requests, in accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above referenced Registration Statement on Form S-3 to become effective on December 9, 2015 at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable.  The Company respectfully requests that you notify Stephen J. Obie of such effectiveness by a telephone call to (212) 326-3773.

In connection with such request, the undersigned, on behalf of the Company, hereby acknowledges the following:

·                  should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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 contact Stephen J. Obie of Jones Day at (212) 326-3773 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

OVERSTOCK.COM, INC.

By:

/s/ Mitchell Edwards

Name: Mitchell Edwards

Title:     SVP & General Counsel

cc:

Stephen J. Obie, Jones Day

Edward B. Winslow, Jones Day

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Overstock.com, Inc.

6350 South 3000 East

Salt Lake City, Utah 84121

November 24, 2015

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mr. Michael Kennedy

Re:                             Overstock.com, Inc.

Registration Statement on Form S-3 (Registration No.  333-207141)

Ladies and Gentlemen:

The undersigned, Overstock.com, Inc. (the “Company”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Eastern time, on November 24, 2015, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·                  should the Securities and Exchange Commission (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.

Very truly yours,

OVERSTOCK.COM, INC.

By:

/s/ Mitch Edwards

Mitch Edwards

Senior Vice President   and General Counsel

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Overstock.com, Inc.

6350 South 3000 East

Salt Lake City, Utah 84121

By EDGAR and email

November 24, 2015

Mr. Michael Kennedy

Staff Attorney

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.

Amendment No. 1 to Registration Statement on Form S-3

Filed November 6, 2015

File No. 333-207141

Dear Mr. Kennedy:

Following is the response of Overstock.com, Inc. (the “Company,” “we”, “us”, or “our”) to oral comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by telephone conference with Thomas W. Adkins of Bracewell & Giuliani LLP on November 16, 2015 regarding Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the Commission on November 6, 2015 (the “Form S-3”).

In response to the Staff’s request for further information regarding the persons that have or share voting or dispositive power with respect to the shares to be offered by SpeedRoute Technologies Inc. (“SpeedRoute”), we have revised footnote 2 to the table of selling stockholders on page 9 of the Form S-3 to reflect that only Ricardo O. Knight and Stephen G. Dickson, the directors of SpeedRoute, have or share such power and that no other person has or shares such power with respect to such shares.

At your request, in connection with our response to your comments on the pending registration statement, the Company acknowledges 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 direct any questions that you have with respect to the foregoing to the undersigned at (801) 947-3210 or to Thomas Adkins with Bracewell & Giuliani LLP at 512-542-2122.

Very   truly yours,

/s/   Mitch Edwards

Mitch   Edwards

Senior   Vice President and General Counsel

Overstock.com, Inc.

2

Mail Stop 3561
November 20, 2015

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

Re: Overstock.com, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 12, 2015
  File No. 000 -49799

Dear Mr. Byrne :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceedi ng initiated by the Commission or any person under the
federal securities laws of the United States.  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
informati on the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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OVERSTOCK.COM, INC.

6350 South 3000 East

Salt Lake City, Utah 84121

November 10, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Ms. Mara L. Ransom

Assistant Director

Office of Consumer Products

Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Overstock.com, Inc.

Amendment No. 3 to Registration Statement on Form S-3

Filed October 9, 2015

File No. 333-203607

Dear Ms. Ransom:

As CEO of Overstock.com, Inc. (“Overstock” or the “Company”), I am submitting this response to the comments set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated November 5, 2015 relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).  For convenience, the Staff’s comments are set forth herein in italics followed by our responses.  The Company has revised the Registration Statement, where applicable, in response to the Staff’s comments and is filing concurrently with this letter an Amendment No. 4 to the Registration Statement (the “Amendment”) that reflects these revisions and generally updates the information contained therein.

General

1.              We note your response to comment 1 and your revised disclosure on page 36 that “there will be robust and transparent data…available to the general public.”  Please further explain how and where the general public will be able to access the information in the distributed ledger.

Response:  As described in the Registration Statement, the Pro Securities ATS will maintain a proprietary ledger that will serve as the definitive ownership record with respect to our digital securities.  This proprietary ledger will reflect the current beneficial ownership of our digital securities as well as historical records of all transfers of our digital securities, including the price at which such transfers occurred, in each case on the basis of an anonymized account identifiers.  The Pro Securities ATS will electronically publish the proprietary ledger on a public basis, which will provide robust and transparent data to the general public.  At the same time, the Pro Securities ATS will record a cryptographic hash function to the distributed ledger network for

Ms. Mara L. Ransom

November 10, 2015

Page 2

our digital securities.  More specifically, the Pro Securities ATS, utilizing tØ software technology, will input an exact copy of the proprietary ledger into a cryptographic hash function, which takes that input (i.e., the proprietary ledger) and returns a unique, fixed-size alpha-numeric string, which will be publicly recorded to the blockchain.  The mathematical underpinnings of the cryptography being utilized ensure that any accurate copy of the proprietary ledger that is entered as an input into the cryptographic hash function will produce a unique, fixed-size alpha-numeric string.  If a publicly available copy of the proprietary ledger has been altered in any manner at all—regardless of how minor an alteration it is, that altered copy, when input into the cryptographic hash function, will return an entirely different alpha-numeric string.  As a result, any person accessing a publicly available copy of the proprietary ledger that has been published can readily verify the validity of that copy of the proprietary ledger and therefore, the fulsome trading data that it reflects.

Moreover, the Pro Securities ATS will publish current market data, including pricing information for digital securities, on the tØ.com website to further facilitate public insight into the market value of our digital securities.

2.              We note your response to comment 3 that “the sale of the TIGRCub bonds was recorded to the distributed ledger directly by [you].”  Please identify the nature and role of participants who have the ability to record transactions directly to the distributed ledger and, if anyone can do so, what risk this poses to you.  In this regard, you previously included disclosure stating that “[p]articipants in a distributed ledger include persons who have access to the ledger on a read-only basis, persons who can initiate changes to the ledger by participating in a transaction to be recorded on the ledger, and persons who validate the transactions on the ledger.”  Clarify  the various kinds of “persons” you are referring to in this description, particularly in light of your response to comment 5 where you indicate that “[w]ith respect to the Company’s digital securities, the Bitcoin blockchain is solely used to mathematically prove the validity of copies of the definitive proprietary ledger that is controlled by the Pro Securites ATS” (emphasis added).  Considering your use of the Bitcoin blockchain appears to differ for purposes of the digital securities that you issued in an unregistered transaction, please confirm our understanding, if true, that you intend to use the Bitcoin blockchain in different manners depending upon whether the sales of your securities will be registered or unregistered.

Response:  As noted in the Registration Statement, the Company’s digital bonds (i.e., the TIGRCub bonds) have characteristics that differ from those of the digital securities that will be offered pursuant to the Registration Statement.  In particular, the Bitcoin blockchain will be utilized with respect to registered digital securities in a different manner than it was used in connection with our proof-of-concept private placements of digital bonds, which were executed primarily to demonstrate the capabilities of the underlying tØ technology.

With respect to the digital securities to be registered under the Registration Statement, all transactions are recorded to the proprietary ledger maintained by the Pro Securities ATS, which serves as the definitive record of ownership and transfers with respect to our digital securities.  In this regard, we respectfully advise the Staff that the Bitcoin blockchain is not involved and

Ms. Mara L. Ransom

November 10, 2015

Page 3

participants in the Bitcoin blockchain play no role with respect to the maintenance or updating of the proprietary ledger.  As described in the Registration Statement, the Pro Securities ATS will electronically publish copies of the proprietary ledger that may be accessed by the public.  Published copies of the proprietary ledger will use anonymized account identifiers and will not include personal information with respect to those transacting in digital securities. As the Staff’s comment notes, the Company has previously described that with respect to the Company’s registered digital securities, the Bitcoin blockchain is solely used to prove mathematically the validity of copies of the definitive proprietary ledger.  As described in our response to Comment 1, the cryptographically-secured distributed ledger network technology enables members of the public that have accessed a copy of the proprietary ledger to confirm that it is not outdated and that it has not been manipulated and matches the valid proprietary ledger regardless of the source of that copy.

As the Staff notes, the Company’s Amendment No. 3 to the Registration Statement (“Amendment No. 3”) previously described participants in a distributed ledger network, including persons who have access to the distributed ledger on a read-only basis, persons who can initiate changes to the distributed ledger by participating in a transaction to be recorded on the distributed ledger, and persons who validate the transactions on the distributed ledger.  The Registration Statement was subsequently revised to remove this language in order to avoid any unintended suggestion that the validity of a transaction in our digital securities was in any way subject to recordation on the distributed ledger.  As the Company has previously noted, a trade in the Company’s digital securities is definitively settled at the time it is recorded on the proprietary ledger by the Pro Securities ATS using our tØ technology.  Whether a cryptographic hash function is recorded to the distributed ledger with respect to a set of consummated trades in the Company’s digital securities is not relevant to the occurrence and consummation of such trades.

With respect to our digital securities, the distributed ledger network participants referenced in Amendment No. 3 are those involved in the de minimis Bitcoin blockchain transaction pursuant to which a copy of the proprietary ledger will be embedded into the blockchain in order to provide a means for individuals to corroborate the validity of a copy of the proprietary ledger, as described on page 36 of the Registration Statement.  In order to fully address the Staff’s comment, we provide below additional details regarding the role of the individuals previously identified in Amendment No. 3:

·                  Persons who have access to the distributed ledger on a read-only basis — This category was intended to identify anyone who accesses the distributed ledger solely for the purpose of obtaining data from the blockchain.  In connection with our digital securities, this category would comprise those who utilize the Bitcoin blockchain soley to obtain the unique alpha-numeric string that is embedded in the blockchain, which resulted when the Pro Securities ATS utilized the tØ technology to input the proprietary ledger into the cryptographic hash function.

·                  Persons who can initiate changes to the distributed ledger by participating in a transaction to be recorded on the distributed ledger — This category was intended to identify anyone who directly utilizes the distributed ledger to execute a transaction that is recorded on the blockchain.  In connection with our digital securities, this

Ms. Mara L. Ransom

November 10, 2015

Page 4

category refers to the Pro Securities ATS, which will send a de minimis amount of Bitcoin from an ATS-controlled Bitcoin wallet to another ATS-controlled Bitcoin wallet using the blockchain protocol.  As described in the Registration Statement, the blockchain protocol provides for an editable field that can be used to implant code or other data within the Bitcoin transaction that will be embedded into the blockchain and the Pro Securities ATS will use the tØ software will use this field to implant the proprietary ledger into the Bitcoin transfer made by the Pro Securities ATS.

·                  Persons who validate the transactions on the distributed ledger — This category was intended to describe parties (referred to as “miners” in the context of Bitcoin) who validate Bitcoin transaction, aggregate these transactions into a “block” of transactions, and update the blockchain to add this new block of validated transactions.  These persons validate Bitcoin transactions by creating hashes (i.e., inputting the new blocks into cryptographic hash functions to produce  unique, alpha-numeric strings), subject to a “proof of work” under the blockchain protocol.  A proof of work is a requirement that the hash produced by the miners must look a certain way (e.g., it must begin with a specified number of zeroes).  Miners produce different hashes by repeatedly modifying random pieces of extraneous data in the block and running the block through the cryptographic hash function, and they continue this process until a hash is produced that satisfies the “proof of work.”   In connection with our digital securities, these persons will be the Bitcoin network, which will validate the de minimis Bitcoin transaction consummated by the Pro Securities ATS and include it, together with the embedded proprietary ledger, in a block that is immutably incorporated into the blockchain.

3.              We note your response to comment 4 that the PATs will be issued by a “special purpose entity, sold via auction through PRO Securities ATS.”  Please clarify your role in the auction process, if any, including if the special purpose entity is owned or controlled by you.  Also, please note that we are still considering your response to comment 4 and we may have further comments regarding this issue.

Response:  PATs will be issued by a stand-alone, bankruptcy remote special purpose entity, which will not be owned nor controlled by the Company.  The special purpose entity will have a board of directors comprised solely of independent directors, which will approve the contractual arrangement between the special purpose entity and Pro Securities LLC.  Pursuant to this contractual arrangement with Pro Securities LLC, the Pro Securities ATS will administer auctions on behalf of the special purpose entity while Pro Securities LLC, a registered broker-dealer, will act as the special purpose entity’s agent with respect to certain communications with purchasers of PATs.  The Company’s relationship with Pro Securities LLC is described in detail in the Registration Statement under the Caption “Summary—Recent Developments.”  In the event of a liquidation, winding-down or other dissolution of the special purpose entity, neither the Company nor any of the Company’s affiliates will have any right or claim to the entity’s assets.

We respectfully submit to the Staff that the involvement of our affiliates in connection with the development of PATs and their role in the auction process for the sale of PATs by their issuer is immaterial to Overstock.com and its operations.  Moreover, because PATs are not included among the securities to be registered under the Registration Statement, we do not believe that PATs or the process for their issuance and distribution are material to investors in the securities that are covered by the Registration Statement.  Nonetheless, we would welcome the

Ms. Mara L. Ransom

November 10, 2015

Page 5

opportunity to discuss supplementally the PATs product and the roles of the Company’s affiliates in the distribution and sale processes relating to PATs at the Staff’s convenience.  However, we respectfully request that such discussions be carried out separately from Overstock.com’s Registration Statement so as to not delay further the effectiveness thereof, and so as to avoid conflating what we believe are quite distinct matters for regulatory concern.

The ProSecurities ATS is not a stock exchange and has no listing requirements for issuers or for the securities traded, page 7

4.              Here or elsewhere in your prospectus, please clarify whether you intend to register any class of digital securities that you may issue in the future under Section 12 of the Securities Exchange Act of 1934, if known at this time.

Response:  As noted in the Registration Statement, our digital securities will be traded exclusively on a closed trading system and it is likely that there will be a limited number of holders of our digital securities.  In light of the foregoing, we currently do not expect that we will seek to register our digital securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor that we will be required pursuant to Section 12(g) of the Exchange Act to register our digital securities in the immediate future.  Nevertheless, we will register our digital securities if required to do so.

Information Incorporated by Reference, page 40

5.              Please include the Current Report on Form 8-K filed November 3, 2015 in the list of documents incorporated into the registration statement by reference.  See Item 12(a)(2) of Form S-3.

Response:  The Company has revised the Registration Statement to include in the Amendment its Current Report on Form 8-K filed November 3, 2015 in the list of documents incorporated therein by reference.

* * * *

In connection with responding to the Staff’s comments, I and the Company each acknowledge that:

·                  the Company is responsibl

Mail Stop 3561

November 5 , 2015

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

Re: Overstock.com, Inc.
Amendment No. 3 to Re gistration Statement on Form S -3
Filed October 9, 2015
  File No. 3 33-203607

Dear Mr. Byrne :

We have reviewed your amended registration statement 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 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.   Unless  we note
otherwise , our references to prior comments are to comments in our August 28 , 2015  letter .

General

1. We note your response to comment 1 and your revised disclosure on page 36 that “there
will be robust and transparent trading data…available to the general public.” Please
further explain  how and where the general public will be able to access the information in
the distributed ledger.

2. We note your response to comment 3 that the “the sale of TIGRCub bonds was recorded
to the distributed ledger directly by [you].”  Please identify  the nature and role of
participants who have the ability to record transactions directly to the distributed ledger
and, if anyone can do so, what risk this poses to you .  In this regard, you previously
included disclosure stat ing that “[p]articipants in a distributed ledger include persons who
have access to the ledger on a read -only basis, persons who can initiate changes to the

Patrick M. Byrne
Overstock.com, Inc.
November 5 , 2015
Page 2

 ledger by participating in a transaction to be recorded on the ledger , and persons who
validate the tra nsactions on the ledger.”  Clarify the various kinds of “persons ” you are
referring to in this description , particularly in light of your response to comment 5 where
you indicate that “[w]ith respect to the Company’s digital securities, the Bitcoin
blockch ain is solely  used to mathematically prove the validity of copies of the definitive
proprietary ledger that is controlled by the Pro Securities ATS ” (emphasis added).
Considering your use of the Bitcoin  blockchain appear s to differ for purposes of the
digital securities that you issued in an unregistered transaction, please confirm our
understanding, if true, that you intend to use the Bitcoin blockchain in different manners
depending upon whether the sales of your securities will be registered or unregistered.

3. We note your response to comment 4 that the PATs will be issued by a “ special purpose
entity , sold via auction through Pro Securities ATS .”  Please clarify your role in the
auction process, if any, including if the special pur pose entity is  owned or  controlled by
you. Also, please note that we are still considering your response to comment 4 and we
may have further comments regarding this issue.

Risk Factors

The ProSecurities ATS is not a stock exchange and has no listing re quirements for issuers or for
the securities traded , page 7

4. Here or elsewhere in your prospectus, please clarify whether you intend to register any
class of digital securities that you may issue in the future under Section 12 of the
Securities Exchange Ac t of 1934, if known at this time.

Information Incorporated by Reference, page 40

5. Please include the Current Report on Form 8 -K filed November 3, 2015 in the list of
documents incorporated into the registration statement by reference. See Item 12(a)( 2) of
Form S -3.

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. Ra nsom

Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
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Overstock.com, Inc.

6350 South 3000 East

Salt Lake City, Utah 84121

By EDGAR and email

November 5, 2015

Mr. Michael Kennedy

Staff Attorney

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-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 Mr. Kennedy:

Following 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 October 23, 2015 regarding the Company’s Registration Statement on Form S-3 filed with the Commission on September 25, 2015 (the “Form S-3”) and Form 10-K for the fiscal year ended December 31, 2014 filed on March 12, 2015.

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

Registration Statement on Form S-3

Selling Stockholders, page 8

1.              Please disclose the natural person 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 Regulation S-K Compliance and Disclosure Interpretations located on our website at www.sec.gov.

Response: We acknowledge the Staff’s comment and have amended the table of selling stockholders on page 9 of the Form S-3 to provide the requested disclosure.

2.              If any selling stockholder is a broker-dealer, please state that the selling stockholder 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 securities. If a selling stockholder is unable to provide these representations, then the prospectus should state that the selling security holder is an underwriter.

Response: We acknowledge the Staff’s comment.   Based on representations made to the Company by the selling stockholders, none of the selling stockholders is a broker-dealer or, with the exception of Joseph Cammarata, is an affiliate of a broker-dealer.  Although we do not believe that Mr. Cammarata is an underwriter as defined in Section 2(a)(11) of the Securities Act of 1933, as amended, Mr. Cammarata has informed us that he has no interest in selling the securities at this time, and consequently we have amended the Form S-3 to remove Mr. Cammarata as a selling stockholder.

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.

Response: At your request, we hereby confirm our understanding that you will coordinate any request for acceleration of the effectiveness for this registration statement with resolution of all comments regarding the Form 10-K review.

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

Item 15. Exhibits, Financial Statement Schedules

Notes to Consolidated Financial Statements

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 consolidated 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 amounts 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 issued 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 detailed in your response and cite relevant U.S. GAAP to support your explanations.

2

Response:

In Q4 2013, the Company released its valuation allowance against its net deferred tax assets.  Prior to that filing, we had recorded a full valuation allowance against all existing net deferred tax assets.  As such, no deferred tax expense or benefit was recorded to the Consolidated Statements of Operations prior to that date, and no deferred tax assets were presented on the Consolidated Balance Sheet.  Any changes to the deferred tax assets or liabilities in periods prior to Q4 2013 would have no impact on the consolidated financial statements as any changes would have been offset by a corresponding change in the valuation allowance.

In preparing for the release of our valuation allowance in Q4 2013, the Company undertook a comprehensive analysis of all existing deferred tax assets and liabilities.  We had processes and controls in place prior to the release of the valuation allowance to estimate our deferred tax assets and liabilities within a material amount.  However, as a part of our analysis we identified and trued up certain deferred tax assets, prior to the release of the valuation allowance, where estimates had been recorded over the period from 1999 to 2012.  The significant components of the aggregate adjustment to reserves in prior years are $1.7 million related to the effects of reconciling income tax amounts recorded in our Consolidated Statements of Operations to amounts reflected on our tax returns and $2.9 million in reductions to the NOLs from previous acquisitions.  The decrease in deferred tax assets in prior years would have been accompanied by an offsetting decrease in the valuation allowance.  Consequently, offsetting adjustments have been recorded in the change in valuation allowance line in the rate reconciliation resulting in zero net impact to the income tax provision (benefit) line presented in the rate reconciliation.

The $1.7 million adjustment related to the effects of reconciling income tax amounts recorded in our financials to amounts reflected on our tax returns is the result of an exhaustive analysis undertaken in 2013 of the Company’s historical stock compensation deductions for book and tax purposes.  As a step in releasing the valuation allowance, we examined the net operating losses and stock based compensation deferred tax asset to quantify the amount of excess tax benefit.  We examined the non-qualified stock options, disqualifying disposition of incentive stock options, and the restricted stock units historically granted by the Company on an award by award basis.  We compared the amount of expense taken for book versus the amount that should have been deducted for tax to determine the portion of the valuation allowance release that should impact the income statement versus the amount that will be recognized in equity once realized.  The Company historically tracked the deferred tax asset and the deduction for stock compensation expense on tax returns based on estimates given the full valuation allowance.  This adjustment was offset by a corresponding entry to the valuation allowance.

With respect to the $2.9 million adjustment in reductions to NOLs from previous acquisitions, the Company completed an ownership change study during Q4 2013. This study analyzed the Company’s NOLs for ownership changes under IRS Code Section 382 and spanned the period from January 1, 1999 through December 31, 2011.  The results of the study found that none of the NOLs generated by Overstock are limited in use under §382.  However, in connection with the study, we recorded a reduction to certain NOLs that Overstock had acquired by purchasing Gear.com in November 2000 where there was an annual limitation and for amounts that will not be used prior to expiration. This adjustment was offset by a corresponding entry to the valuation allowance.

3

Based on our analysis, we recorded an adjustment to reserves in prior periods and an offsetting change in valuation allowance of $4.4 million which is reflected in our rate reconciliation and described in footnote 1.  We do not believe that these adjustments are material to our consolidated financial statements.  There was no impact to the Consolidated Balance Sheets for any periods presented as a result of the full valuation allowance prior to Q4 2013.  Amounts were trued up and the deferred tax assets were properly presented upon release of the valuation allowance in Q4 2013.  These adjustments had zero impact to the Consolidated Statements of Operations, Statements of Cash Flows, and income tax provision (benefit) presented in the rate reconciliation for all periods presented.  Further, any adjustment to these amounts would have a corresponding adjustment to our valuation allowance.

We considered that the adjustments would impact footnote disclosure only prior to Q4 2013. The reversal of valuation allowance in Q4 2013 after the $4.4 million adjustments was approximately $70.8 million.  The gross Federal and State NOLs as of December 31, 2013 after these adjustments were $152.2 million and $141.2 million, respectively.  Given the size and nature of the adjustments as well as the overall financial statement balances and the full valuation allowance on existing deferred tax assets for those periods we determined that the adjustments were not quantitatively material individually or in aggregate to any prior period disclosure and therefore, we reflected the adjustments and corresponding change in valuation allowance in the Q4 2013 financial statements.  The adjustments do not impact debt covenants, management compensation, or have any other impact on quantitative or qualitative measures that we believe would be significant to a user of our consolidated financial statements.

At your request, in connection with our response to your comments on the pending registration statement, the Company acknowledges 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.

At your request, in connection with our response to your comment on the Form 10-K, the Company acknowledges 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

4

·                  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.

Please direct any questions that you have with respect to the foregoing to the undersigned at (801) 947-3210 or to Thomas Adkins with Bracewell & Giuliani LLP at 512-542-2122.

Very   truly yours,

/s/   Mitch Edwards

Mitch   Edwards

Senior   Vice President and General Counsel

Overstock.com, Inc.

5

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

CORRESP
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OVERSTOCK.COM,   INC. 6350 South 3000 East Salt Lake City, UT 84121 APPENDIX I (Revised as of   October 9, 2015)

Onboarding   Overstock onto PRO Securities ATS Platform Actor /Situs Actions Overstock   Overstock Initial Securities Issuance Overview Overstock executes Securities   Trading Agreement with PRO Securities ATS 2 Broker-Dealer(1) Broker-Dealer   shares customer information with Overstock or Overtsock’s Transfer Agent. The   book entry of trades is derived from the proprietary ledger, publicly   available copies of which can be mathematically proven to be valid copies   using cryptographically-secured distributed ledger technology. The digital   securities register maintained by Overstock and its Transfer Agent consists   of the proprietary customer information and the proprietary ledger***   Overstock takes necessary corporate steps to authorize the issuance of   digital securities Digital securities are sold by Overstock or Overstock’s   underwriter to initial purchasers* These potential purchasers of digital   securities are onboarded by Broker-Dealer** NOTE: This depiction and the   accompanying description are summary in nature and are intended only as an   aid to understanding the processes associated with trading Overstock’s   digital securities. The processes depicted herein may change, depending on   the final terms of license and other agreements that have yet to be   completed. (1) A sole broker-dealer will be licensed to provide access to the   PRO Securities ATS digital securities trading platform. Initially, we expect   that this broker-dealer will be DriveWealth, LLC. *Process by which   securities will be purchased are shown in Slides 5 and 8-13. **As shown in   slide 6. Those institutional and retail customers of Broker-Dealer that are   potential purchasers of digital securities are referred to in this Appendix   as “end-use customers.” ***As set forth in slides 14-16. Institutional /   Retail customers of Broker-Dealer express interest in purchasing digital   securities

Onboarding   Broker-Dealer to PRO Securities ATS Actor /Situs Actions Broker-Dealer   Broker-Dealer enters into all required agreements with PRO Securities ATS   Broker-Dealer enters into license agreement with TØ.com to license the TØ.com   software to create end-use customer portfolio key and wallet Broker-Dealer   performs a test trade 3 NOTE: This depiction and the accompanying description   are summary in nature and are intended only as an aid to understanding the   processes associated with trading Overstock’s digital securities. The   processes depicted herein may change, depending on the final terms of license   and other agreements that have yet to be completed.

1. Broker-Dealer   executes a subscriber agreement that details the relationship and   requirements for Broker-Dealer and its end-use customers to access the PRO   Securities ATS, including Broker-Dealer taking all responsibility for   regulatory compliance for itself and its end-use customers. 2. Broker-Dealer,   via its related OMS, will enter into a FIX certification with PRO Securities   ATS. This certification will be performed via the Internet in the PRO   Securities ATS QA test environment. a. Certification is a one-time process. b.   After successful certification is completed, trading in digital securities   can commence after specific telecom IPs and Ports are given to Broker-Dealer.   3. A test trade will be performed. Onboarding Broker-Dealer to PRO Securities   ATS 4

Performs   KYC/AML checks on underwriter New underwriter account created Creates   portfolio key and wallet Key made available to underwriter for placement of   securities with investors in primary issuance Primary Issuance of Securities   Actor /Situs Actions Broker-Dealer 5 PRO Securities ATS Creates committed key   and wallet NOTE: This depiction and the accompanying description are summary   in nature and are intended only as an aid to understanding the processes   associated with trading Overstock’s digital securities. The processes   depicted herein may change, depending on the final terms of license and other   agreements that have yet to be completed. Initial account data available to   underwriter through Broker-Dealer’s digital securities user interface Engaged   underwriter executes account documentation with Broker-Dealer Overstock Engages   a broker-dealer to act as underwriter of an offering of digital securities   Confirms conditions for primary issuance satisfied Delivers issuance order to   Pro Securities ATS directing delivery to underwriter’s account Credits   underwriter portfolio wallet with initial issuance of digital securities   Initial credit written to the proprietary ledger, thereby settling the   placement to underwriter Transfer Agent Trade data available to Transfer   Agent Overstock confirms to Transfer Agent that all requisite corporate   approvals for issuance of a series of digital securities are in place Sell   Order placed by underwriter (See Slide 10)

Such end-use   customer executes account documentation with Broker-Dealer Performs KYC/AML   checks on end-use customer New end-use customer account created Creates   portfolio key and wallet Onboarding a New End-Use Customer Actor /Situs   Actions Broker-Dealer 6 PRO Securities ATS Creates committed key and wallet   NOTE: This depiction and the accompanying description are summary in nature   and are intended only as an aid to understanding the processes associated   with trading Overstock’s digital securities. The processes depicted herein   may change, depending on the final terms of license and other agreements that   have yet to be completed. Key made available to end-use customer for future   trading Institutional / Retail customers of Broker-Dealer express interest in   purchasing digital securities

1. A new   end-use customer of Broker-Dealer who wishes to trade Overstock’s digital   securities will complete Broker-Dealer’s applicable customer account   documentation. 2. Broker-Dealer will then perform its procedures for   onboarding new end-use customers, including requisite KYC and AML checks. 3. Assuming   all requirements are met for opening a new end-use customer account, a new   end-use customer account is created. 4. For end-use customers requesting   digital securities trading, two digital wallets are also created: a. Broker-Dealer   creates a unique customer key and “portfolio wallet.” b. PRO Securities ATS   creates a unique account key and “committed wallet.” Onboarding a New End-Use   Customer 7

End-use   customer logs in to Broker-Dealer’s digital securities user interface Create   Order to Buy Overstock Digital Security* Actor/Situs Actions Broker-Dealer   Customer balances and Overstock market data are shown End-use customer enters   buy order directly into Broker-Dealer’s digital securities user interface See   Slide 10 8 *Buy order and sell order processes are substantially similar with   appropriate changes to represent the characteristics of the order. NOTE: This   depiction and the accompanying description are summary in nature and are   intended only as an aid to understanding the processes associated with trading   Overstock’s digital securities. The processes depicted herein may change,   depending on the final terms of license and other agreements that have yet to   be completed. Buy Order placed by end-use customer*

1. End-use   customer logs in to Broker-Dealer’s digital securities user interface.   Permission to log in is subject to Broker-Dealer’s approval. 2. Once logged   in, end-use customer sees current top of book, level one market data with   respect to Overstock (the best bid and best ask price available) and the   contents of the end-use customer’s digital wallet. 3. Only anonymous trading   occurs. End-use customer cannot see its trading counterparts and PRO   Securities ATS does not have access to end-use customer identifying   information. Create Order to Buy Overstock Digital Security 9

Buy Order   (Place Trade) Actor /Situs Actions Broker-Dealer* PRO Securities ATS   Identifies customer’s committed wallet Creates commitment transaction Signs**   commitment transaction Sends execution report to Broker-Dealer’s digital   securities user interface Sufficient balance available? Buy Order Continued   from Slide 8 Demobilizes end-use customer’s available cash by proposed   purchase amount Creates FIX Order message Order pending Moves liability to   committed wallet Creates transaction response Receives a committed   transaction created by TØ software into the PRO Securities ATS matching   engine Crypto and FIX signatures match? Processes order Creates execution   report Order routed to PRO Securities ATS 10 Yes NOTE: This depiction and the   accompanying description are summary in nature and are intended only as an   aid to understanding the processes associated with trading Overstock’s   digital securities. The processes depicted herein may change, depending on   the final terms of license and other agreements that have yet to be   completed. Signs** FIX Order message *Trade is processed through the TØ.com   software accessed by the end-use customer through Broker-Dealer’s digital   securities user interface. **Signs = affixes cryptographically verifiable   proof of identity of the wallet and authority to enter the transaction.   Validates customer wallets and balances Yes

Buy Order   (Place Trade) 1. The TØ.com software checks to ensure that sufficient funds   are available to place the buy order, and demobilizes end-use customer’s   available cash by the proposed purchase amount. 2. The TØ.com software   creates a “committed transaction” (i.e., the buy order) for the end-use   customer’s committed wallet. 3. The TØ.com software places the order into the   PRO Securities ATS matching engine. The PRO Securities ATS acknowledges   receipt of the order back to the end-use customer. If a match does not occur,   the order will remain in the PRO Securities ATS matching engine until   canceled by end-use customer. 11

Matching Actor   /Situs Actions Broker-Dealer PRO Securities ATS Trade data available to   end-use customer through Broker-Dealer’s digital securities user interface   Committed wallet deducted Portfolio wallet receives digital security Initial   match successful? Maps order IDs to committed wallets Gets wallet balances   Sufficient balance available? Execute order* Trade written to the proprietary   ledger, thereby settling transaction 12 NOTE: This depiction and the   accompanying description are summary in nature and are intended only as an   aid to understanding the processes associated with trading Overstock’s   digital securities. The processes depicted herein may change, depending on   the final terms of license and other agreements that have yet to be   completed. *Utilizing the TØ.com software the execution of the transaction is   the settlement. Trade data available to Transfer Agent Yes Yes Buy/sell order   match Transfer Agent

Matching 1. After   an initial match occurs between buy and sell orders, the PRO Securities ATS   maps the identification to each end-use customer’s digital wallets. If there   are multiple sellers at the same price the allocations are based on the   current PRO Securities ATS order priority. 2. The committed wallets of the   buyer and seller are matched. If a match occurs (i.e., matching buy and sell   orders), the trade is executed. 3. The PRO Securities ATS writes the trade to   the proprietary ledger, thereby settling the transaction, and the proprietary   ledger is made available to the end-use customer through Broker-Dealer’s   digital securities user interface and to Transfer Agent. 13

Validation of   Copy of Proprietary Ledger By Distributed Ledger Network Technology Actor   /Situs Actions PRO Securities ATS* Blockchain 14 NOTE: This depiction and the   accompanying description are summary in nature and are intended only as an   aid to understanding the processes associated with trading Overstock’s   digital securities. The processes depicted herein may change, depending on   the final terms of license and other agreements that have yet to be   completed. *Utilizing the TØ.com software. **Anchor: mathematical derivation   of numbers and characters generated from ledger. Transfer Agent Creates   snapshot anchor** Creates proprietary ledger snapshot of securities trade   Trade written to the proprietary ledger Creates de minimis bitcoin   transaction and includes anchor data and submits to blockchain for embedding   Receives proprietary ledger snapshot Mathematical validation using   cryptographically-secured distributed ledger network technology Mathematical   proof that proprietary ledger snapshot matches proprietary ledger maintained   by PRO Securities ATS Miner receives de minimis mining fee Bitcoin   transaction with anchor data is included in suggested block by miners Block   is closed and saved to blockchain Confirms successful anchor Appends bitcoin   transaction to proprietary ledger

1. Following   the consummated digital securities transaction, the executed transaction is   reflected on the proprietary ledger that is maintained by the PRO Securities   ATS. If, for any reason, Bitcoin miners are unavailable to update the Bitcoin   blockchain (i.e., the distributed ledger), the proprietary ledger is not   impacted and will continue to reflect the current state of ownership of   Overstock's digital securities. 2. To commence the ledger distribution and   validation process, the TØ.com software creates a snapshot anchor for a set   of consummated digital securities transactions. 3. PRO Securities ATS   executes a minimal Bitcoin transaction and uses the TØ.com software to embed   the snapshot anchor data within that transaction. Because the snapshot anchor   data is encrypted and the Bitcoin transaction is entirely anonymous, Bitcoin   miners are unaware that they are associated with a digital securities   transaction in any way. Validation of Copy of Proprietary Ledger By   Distributed Ledger Network Technology 15

4. The PRO Securities   ATS Bitcoin transaction containing the snapshot anchor data is confirmed by   Bitcoin miners and added to a suggested block, which is then closed and   permanently and immutably saved to the blockchain. Bitcoin miners receive the   de minimis transaction fee associated with the 5. PRO Securities Bitcoin   transaction. PRO Securities ATS appends the Bitcoin transaction (including   the embedded snapshot anchor data) to the proprietary ledger, which already   reflects the relevant set of consummated digital securities transactions, and   provides an updated copy of the proprietary ledger to 6. Transfer Agent.   Transfer Agent mathematically validates the copy of the proprietary ledger   using cryptographically-secured distributed ledger network technology,   thereby mathematically proving that its copy of the proprietary ledger   matches the proprietary ledger maintained by the PRO Securities ATS.   Validation of Copy of Proprietary Ledger By Distributed Ledger Network   Technology (continued) 16

Update of Share   Register Actor /Situs Actions Transfer Agent Broker-Dealer 17 NOTE: This   depiction and the accompanying description are summary in nature and are   intended only as an aid to understanding the processes associated with   trading Overstock’s digital securities. The processes depicted herein may   change, depending on the final terms of license and other agreements that   have yet to be completed. End-Use Customer Requests end-use customer data   from Broker-Dealer Accesses wallets from its books and records Receives   correspondence from Overstock (e.g., proxy materials) as requested by   Overstock Looks up end-use customers’ private information associated with   applicable wallets Provides end-use customer data Receives end-use customer   data Provides information to Overstock and delivers c

CORRESP
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OVERSTOCK.COM, INC.

6350 South 3000 East

Salt Lake City, Utah 84121

October 9, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Ms. Mara L. Ransom

Assistant Director

Office of Consumer Products

Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Overstock.com, Inc.

Amendment No. 2 to Registration Statement on Form S-3

Filed July 31, 2015

File No. 333-203607

Dear Ms. Ransom:

As CEO of Overstock.com, Inc. (“Overstock” or the “Company”), I am submitting this response to the comments set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated August 28, 2015 relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).  For convenience, the Staff’s comments are set forth herein followed by our responses.  The Company has revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter an Amendment No. 3 to the Registration Statement (the “Amendment”) that reflects these revisions and generally updates the information contained therein.

General

1.              Please revise your disclosure to include a discussion of the proprietary ledger, as you do in your response to comment 1 and in Appendix I. In doing so, please clarify who maintains this ledger and how it will be published. We presume that the proprietary ledger is the means by which the general public will have access to “robust and transparent trading data,” to which you make reference on page 7.

Response:  The Company has revised its disclosure on page 35-36 to discuss the proprietary ledger.  The revised disclosure clarifies that the proprietary ledger will be maintained by the Pro Securities ATS. The Company’s transfer agent, trustee or similar agent satisfies the Company’s books and records obligations by combining the information received from the proprietary ledger, which is provided by the Pro Securities ATS, with the personal identifying information received from the broker-dealer that will be licensed to provide access to the Pro Securities

ATS digital securities trading platform (initially DriveWealth LLC) with respect to its customers trading in the Company’s digital securities. The revised disclosure clarifies that the general public will have access to robust and transparent trading data through the electronic publication of the proprietary ledger and the distributed ledger.  The validity of publicly available copies of the proprietary ledger can be mathematically proven utilizing cryptographically-secured distributed ledger network technology.

2.              Please revise Appendix I to separately depict the role of the purchasers of your securities.

Response:  The Company has revised Appendix I to more clearly depict the role of the purchasers of our digital securities, who will be institutional or retail customers of the broker-dealer that will be licensed to provide access to the Pro Securities ATS digital securities trading platform. Such broker-dealer will be a member of the Pro Securities ATS and will provide sponsored access for its customers to the Pro Securities ATS for purposes of trading the Company’s digital securities.  Initially, DriveWealth LLC will be the broker-dealer through which orders to buy and sell the Company’s digital securities can be made, and the Pro Securities ATS is the only venue through which the Company’s digital securities will be traded. The Company has also included an additional slide, which depicts a primary issuance of securities.

3.              We note your response to comment 3 and your indication that the TIGRCub bonds were “recorded as data embedded in the Bitcoin Blockchain,” however it is not clear to us how this occurred, considering no ATS was involved in this sale. Please explain who recorded the TIGRCub bonds in the distributed ledger assuming validation of the proprietary ledger is required for unregistered offerings of digital securities.

Response:

As noted in the Amendment, the issuance of the TIGRCub bonds was a limited demonstration of the underlying tØ software technology, and the TIGRCub bonds have characteristics that differ from those of the digital securities to be offered pursuant to the Registration Statement.  In particular, unlike the digital securities to be offered pursuant to the Registration Statement, the distributed ledger (i.e., the Bitcoin blockchain) serves as the definitive record of ownership for the TIGRCub bonds. While there is no proprietary ledger for the TIGRCub bonds, the Company’s transfer agent maintains an independent continuously updated set of records that records all transactions as reflected on the distributed ledger. The sale of TIGRCub bonds was recorded to the distributed ledger directly by the Company utilizing the same underlying tØ technology that will be used by the Pro Securities ATS. A proprietary ledger is not required with respect to the TIGRCub bonds because there is not expected to be a secondary market in these digital securities and therefore the limited throughput of the Bitcoin blockchain (approximately 7 transactions processed per second) is sufficient to record all transactions in TIGRCub bonds.  In contrast, digital securities issued under the Registration Statement are expected to have significantly more trading activity, and the use of the proprietary ledger permits real-time recordation of settlement of these trades.

4.              We note your disclosure in your Quarterly Report on Form10-Q filed on August 7, 2015 that you have developed a new financial product, the Preborrow Assured Token. Please provide us with a description of this product and, in doing so, tell us whether it is considered a security as defined in the Securities Act of 1933. Please also explain what you mean when you say on page 31 of your Form 10-Q that “[PATs] are expected to be issued through Pro Securities, LLC” (emphasis added).

Response:  The Company respectfully advises the Staff that the Registration Statement does not seek to register or otherwise relate to the Pre-borrow Assured Token (“PAT”) product.  The Company supplementally advises the Staff that PATs are expected to be digital securities that

2

allow their holder to satisfy certain locate requirements set forth in Regulation SHO.  Each PAT will reference certain NMS Securities, as defined in Rule 600(b)(46) under the Securities Exchange Act of 1934 (the “Exchange Act”), that will have been pre-borrowed in a specified quantity.  PATs will not be issued by the Company.  Rather, PATS will be issued on each trading day by a special purpose entity, sold via auction through the Pro Securities ATS in accordance with one or more applicable exemptions from the registration requirements of the Securities Act of 1933 and will trade solely among institutional investors that are Qualified Institutional Buyers, Qualified Purchases and Accredited Investors within the meaning of such terms under the federal securities laws. Once PATs are issued and purchased at auction, as described in the preceding sentence, a PAT may, subject to applicable transfer restrictions, be sold by the holder thereof through the Pro Securities ATS at any time prior to the PAT’s expiration at 8:00 p.m. New York time on the issuance date.

Risks Applicable to Digital Securities Offerings, page 4

5.              We note your revised disclosure on pages 5 and 36. Please discuss the risks of using the Bitcoin Blockchain to validate transactions. Also, describe the likelihood that the Bitcoin Blockchain will be used for this offering. In this regard, we note your disclosure on page 5 that “[y]ou are aware of other projects attempting to develop similar technology.”

Response:  As noted in the Amendment, the cryptographically-secured distributed ledger network technology employed with respect to digital securities could be technology that is currently used for trading digital currencies (e.g., the Bitcoin blockchain), technology similar to that used for trading digital currencies that is adapted for trading digital securities, or technology designed principally for transactions in digital securities. Initially, transactions in our digital securities on the Pro Securities ATS utilizing tØ software technology will utilize the Bitcoin blockchain as the relevant distributed ledger, thereby capitalizing on Bitcoin’s established algorithm-based consensus approach to mathematically proving the validity of copies of the proprietary ledger.  In the future, different distributed ledger technology may be employed in connection with our digital securities.  In this case, such distributed ledger technology will be described in the applicable prospectus supplement with respect to such digital securities.

With respect to the Company’s digital securities, the Bitcoin blockchain is solely used to mathematically prove the validity of copies of the definitive proprietary ledger that is controlled by the Pro Securities ATS.  Because the Bitcoin blockchain does not impact the ownership of our digital securities and serves only a corroborating function with respect to the proprietary ledger, the Company respectfully advises the Staff that it does not believe that the use of the Bitcoin blockchain, or any alternative distributed ledger technology, to mathematically prove the validity of copies of the proprietary ledger poses material risks to investors.

As described in the Amendment, a trade in the Company’s digital securities is definitively settled at the time it is recorded on the proprietary ledger by the Pro Securities ATS using our tØ technology.  Such a trade is incorporated into the books and records information

3

received by the Transfer Agent from the Pro Securities ATS. Whether a cryptographic hash function is recorded to the distributed ledger with respect to a set of consummated trades in the Company’s digital securities is not relevant to the occurrence and consummation of such trades.

6.              We note your indication here that Pro Securities LLC currently has the operational capability to trade digital securities. Please state here, as you do in your response, that Pro Securities’ license to use the TØ technology is still in process and that no broker-dealers have completed the licensing process to use the TØ technology.

Response:  The Company respectfully advises the Staff that as of the date of this letter, Pro Securities LLC has completed the licensing process to use the tØ technology.  In addition, DriveWealth LLC, a registered broker-dealer and a subscriber of the ATS operated by Pro Securities LLC that will be authorized to permit its customers to open accounts to transact in the Company’s digital securities thereon, has reached an agreement in principal to become a licensee with respect to the tØ technology.

Digital Securities ATS, page 36

7.              We note your response to comment 5. Revise here or elsewhere, as appropriate, to clarify that the ATS application process for purposes of trading digital securities is not complete.

Response:  The Company believes that the ATS application process is now complete, but understands that Pro Securities has undertaken to voluntarily provide additional information to the Commission.

* * * *

In connection with responding to the Staff’s comments, I and the Company each acknowledge that:

·                  the Company is responsible for the adequacy and accuracy of the disclosures 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

·                  Overstock 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.

I thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest convenience.  If I can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please telephone me at (801) 947-3100.

4

Respectfully submitted,

/s/ Dr. Patrick M. Byrne

Dr. Patrick M. Byrne

CEO, Overstock.com

cc:                                Jennifer Lopez

Division of Corporation Finance

U.S. Securities and Exchange Commission

Michael Butowsky

Stephen J. Obie

Joel Telpner

Edward B. Winslow

Jones Day

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OVERSTOCK.COM, INC.

6350 South 3000 East

Salt Lake City, Utah 84121

APPENDIX I - Revised

(See Supplemental Slide Deck - Attached)

Mail Stop 3561

August 28, 2015

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

Re: Overstock.com, Inc.
Amendment No. 2 to Re gistration Statement on Form S -3
Filed Ju ly 31, 2015
  File No. 3 33-203607

Dear Mr. Byrne :

We have reviewed your amended registration statement 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 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 ame ndment 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.   Unless  we note
otherwise , our refer ences to prior comments are to comments in our July 10, 2015  letter .

General

1. Please r evise your disclosure  to include a discussion of the proprietary ledger , as you do
in your response to comment 1  and in Appendix I.  In doing so, please clarify who
main tains  this ledger  and how it will be published .  We presume that the proprietary
ledger is the means by which the general public will have access to “robust and
transparent trading data ,” to which you make reference on page 7.

2. Please revise Appendix I to separately depict the role of the purchasers of your securities .

3. We note your response to comment 3 and your indication that the TIGRCub bonds were
“recorded as data embedded in the Bitcoin Blockchain,” however it is not clear to us  how
this occur red, considering no ATS was involved in this sale.  Please explain who

Patrick M. Byrne
Overstock.com, Inc.
August 28, 2015
Page 2

 recorded the TIGRCub bonds in the distributed ledger  assuming validation  of the
proprietary ledger is required for unregistered offerings of digital securities.

4. We note your disclosure in your Quarterly Report on Form10 -Q filed on August 7, 2015
that you have developed a new financial product, the Preborrow Assured Token. Please
provide us with a description of th is product and, in doing so, tell us whether it is
considered a securit y as defined in the Securities Act of 1933 . Please also explain what
you mean when you say on page 31  of your Form 10 -Q that “[PATs] are expected to be
issued through  Pro Securities, LLC ” (emphasis added).

Risks Applicable to Digital Securities Offerings, page 4

5. We note your revised disclosure on pages 5 and 36. Please discuss the risks of using the
Bitcoin Blockchain to validate transactions . Also, describe  the likelihood that the Bitcoin
Blockchain will be used for this offering. In  this regard, we note your disclosure on page
5 that “[y]ou are aware of other projects attempting to develop similar technology .”

6. We note your indication here that Pro Securities LLC currently has the operational
capability to trade digital securities.  Please state here, as you do in your response, that
Pro Securities’ license to use the TØ technology is still in process and that no broker -
dealers have completed the licensing process to use the TØ technology.

Digital Securities ATS, page 36

7. We note your response to comment 5.  Revise here or elsewhere, as appropriate, to clarify
that the ATS application process for purposes of trading digital securities is not complete.

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. Ransom

Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
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filename1.htm

OVERSTOCK.COM, INC.

6350 South 3000 East

Salt Lake City, Utah 84121

July 31, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Ms. Mara L. Ransom

Assistant Director
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Overstock.com, Inc.

Amendment No. 1 to Registration Statement on Form S-3/A

Filed June 15, 2015

File No. 333-203607

Dear Ms. Ransom:

As CEO of Overstock.com, I am submitting this response to the comments set forth in the fine comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated July 10, 2015 relating to the above-referenced Registration Statement on Form S-3/A (the “Registration Statement”).  For convenience, the Staff’s comments are set forth herein followed by our responses. My firm has revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter an Amendment No. 2 to the Registration Statement (the “Amendment”) that reflects these revisions and generally updates the information contained therein.

General

1.              To better understand the offering process for digital securities pursuant to this registration statement, provide us with a diagram or detailed explanation illustrating the process, starting from the initial issuance of the digital securities to the recording of each trade in the distributed ledger, as well as the clearance and settlement process. Please include a detailed explanation of the role of each participant in the process, including but not limited to, the issuer, broker-dealers, and ATS. Tell us whether you anticipate interaction with or involvement of a registered clearing agency or registered transfer agent at any stage of the process as well as how compliance with the laws applicable to clearance and settlement will be ensured and/or accommodated by the technology you choose to use.

Response:  To help the Staff better understand the offering process for digital securities pursuant to the Registration Statement, my firm is providing the Staff with a supplemental slide deck attached as Appendix I to this letter.

Issuer Role:  An issuer that wishes to offer digital securities starts by entering into a Digital Securities Trading Platform Agreement with the ATS.  We expect there to be no fees payable by Overstock.com, Inc. (“Overstock” or the “Company”) to Pro Securities LLC pursuant to this agreement.  This agreement provides the issuer with a system for issuing primary digital securities and trading secondary digital securities.  The issuer’s board of directors authorizes the issuance of uncertificated digital securities and designates the combination of 1) the proprietary ledger, as validated by the distributed ledger and 2) the securities holder personal identity information database, as its book-entry system for the digital securities.  Our board has authorized the creation of this book-entry system for digital securities.  Once a primary offering has received the requisite corporate and regulatory approvals typical for any offering of securities, the issuer chooses a broker-dealer that is or will agree to become a licensee to the TØ technology on the ATS and which will create customer accounts for the purchasers of the primary securities.  In the case of the Pro Securities ATS, DriveWealth, LLC, a registered broker-dealer, is in the process of negotiating a license for purposes of trading digital securities on the Pro Securities ATS, which we expect to work with in this capacity.  As described in Appendix I, the book entry of trades is derived from the proprietary ledger, which can be validated by the distributed ledger.  The digital securities registry maintained by the issuer and its transfer agent consists of the proprietary customer information and the proprietary ledger.  The broker-dealer must agree to share the identity of its customers (whether its customers are primary or secondary purchasers) with the issuer or its transfer agent to enable the issuer to maintain the book-entry system that identifies record holders.  DriveWealth, LLC has confirmed that it will share this data.  Payment for primary securities is made to the issuer in the same manner as any other primary issuance of securities — if the offering is underwritten, the underwriter pays the issuer for the securities on the closing date, or if the offering is not underwritten (e.g., the broker-dealer is acting as a placement agent), the purchasers may pay the issuer directly or through a closing escrow arrangement for the securities on the closing date.(1)  The applicable securities purchase agreement with respect to the primary issuance will determine the closing mechanics whereby the issuer will give instructions to the ATS that the securities have been issued and sold on the closing date and the ATS will use the TØ software to generate the initial balance on the closing date for the issuer’s account held by the transfer agent to be transferred into each purchaser’s brokerage account with the purchaser’s participating broker-dealer.

The issuer continues to have ongoing access to the proprietary ledger with respect solely to that issuer’s digital securities, as well as the securities holder personal identity information database

(1)  In addition to these traditional closing payment methods involving wire transfers or checks, etc., it is also possible for closing payments with respect to primary offerings of digital securities to occur in the same manner as payments for secondary trades.  In other words, a primary purchaser could fund its brokerage payment account with its participating broker and generate a buy order in its brokerage account consistent with the primary securities purchase agreement with the issuer that is filled by the issuer with primary securities using the committed wallet process for exchanging dollar balances for digital securities balances as described in more detail in the slides in Appendix I.  In this case, the payment would ultimately come from the customer’s broker to the issuer, which is arguably a better process than the payment processes available for traditional primary issuances of non-digital securities since there is necessarily a broker-dealer involved with respect to payment for the securities.

2

with respect to the holders of its digital securities, and the issuer or its transfer agent is able to query the book-entry system whenever it wants to generate a list of record holders of its digital securities and the number of securities held as of any point in time.

The book-entry system gives the issuer and its transfer agent near real-time data as to its record holders of digital securities, which enables the issuer or its transfer agent to mail proxies and pay distributions and take all other actions with respect to its record holders, in each case as required by applicable securities and corporate laws.  Participating broker-dealers are not permitted to hold securities in “street name,” which eliminates the delay, potential for errors and confusion associated with the need to obtain beneficial ownership information from broker-dealers which exists with traditional securities.

In all cases, the issuer will have the ability to exercise control over its book-entry system for the digital securities as required by applicable corporate law.  In the case of the Pro Securities ATS, the TØ software will generate two private keys for each customer account.  We and our transfer agent will have access to one of the private keys for customer accounts holding our digital securities.  The TØ software will store the other private key, which is automatically used to authenticate trades initiated by the customer out of the customer’s online brokerage account when the customer supplies his or her login credentials.  Either of these two private keys is necessary to effect a transfer of digital securities.  In cases where we are required by law or court order, for example, to effect a transfer of our digital securities, we will provide the applicable private key to the ATS and have the ATS effect a transfer of the digital securities.

ATS Role:  The ATS will have a license to use the TØ software and its broker-dealer subscribers that wish to onboard customers to trade our digital securities will also have a license to use the TØ software.  This license is in process for Pro Securities LLC.  The ATS operates the trading system, consisting of the licensed TØ software and servers with data cryptographically segregated for each issuer of digital securities trading on its system.  The ATS provides integration services to enable its broker-dealer subscribers licensed to use the TØ software to offer a digital securities user interface that is integrated into the broker-dealer’s existing online brokerage account product offering.  At the request of an issuer, the ATS will assist the issuer with the creation of the initial balances representing primary securities to be sold by the issuer.  At the request of the issuer or its transfer agent, each of which has access to private keys for customer accounts that hold such issuer’s digital securities, the ATS will be able to effect transfers of digital securities when necessary or mandated by court order, for example.  We expect that an ATS will charge customary types of fees as permitted by its regulatory status.  Pro Securities LLC has confirmed to us that it currently expects to enter into commission arrangements with its subscribing broker-dealers and does not currently expect to charge fees to issuers or directly to end-use customers of the subscribing broker-dealers.

Broker-Dealer Role:  Each end-use customer that wishes to trade digital securities will be required to open an online brokerage account with one or more broker-dealer subscribers to the ATS that are licensed to trade digital securities.  As discussed above, in the case of the Pro Securities ATS, we expect that DriveWealth, LLC will be the first broker-dealer licensed to trade digital securities.  Each broker-dealer subscriber to the ATS (as well as each broker-dealer

3

that otherwise gains or arranges access to the ATS indirectly through a direct subscriber to the ATS) that is licensed under the TØ software will be able to offer a digital securities user interface as part of its existing online brokerage account product.  The broker-dealer will be responsible for onboarding customers in the same manner and using the same “know your customer”, suitability and other requirements applicable when onboarding customers interested in trading traditional securities.  The only difference will be that under the TØ software licensing provisions, the broker-dealer’s end-use customer must own digital securities as the record holder instead of in “street name” and the broker-dealer will be required to share its end-use customer’s identity with the applicable issuer and its transfer agent, which happens automatically at the time each customer’s account is created by the TØ software.  The broker-dealer’s customer agreements will need to include provisions for its customers to consent to this sharing of the customer’s personal information and an acknowledgment that the broker-dealer does not carry the customer’s securities or hold custody of them.  As the broker-dealer will not be the holder of record, the end-use customer will by default receive security holder reports, proxy statements, tender offer documents and other security holder mailings directly rather than via the broker-dealer.

The broker-dealer will have the relationship with, and be the point of contact for, its customers trading digital securities and, except as described above, will otherwise interact with its customers in the same manner as it would with respect to traditional securities.

Payment for securities in the secondary trading market will be made on a pre-funded basis out of brokerage payment accounts, as described in more detail in the slides in Appendix I.

Transfer Agent Role:  The transfer agent will have access to near real-time information with respect to the record holders of digital securities (including the identity of the holder and the amount of securities held by the holder) and can query the issuer’s book-entry system, consisting of a combination of 1) the proprietary ledger, as validated by the distributed ledger and 2) the securities holder personal identity information database, as of any point in time it wishes.  Because the holders of digital securities are the record holders, there is no need to run broker searches to request beneficial ownership information, as is necessary for traditional securities.

Other than the differences described in the foregoing paragraph, the transfer agent will perform the same role it performs for traditional securities.  The transfer agent will be the registrar managing the securities registry for the digital securities using the issuer’s book-entry system on behalf of the issuer.  For example, the transfer agent will query the book-entry system of record holders of digital securities and coordinate the mailing of proxies to the record holders with respect to any digital securities that have voting rights in compliance with applicable securities and corporate laws.

We have engaged Continental Stock Transfer & Trust Company as the transfer agent for our corporate bonds issued as digital securities in an unregistered public offering under Rule 506(c).  We expect to work with Continental or another transfer agent to act as transfer agent in the context of registered public offerings of our digital securities.

4

Clearance and Settlement:  We respectfully advise the Staff that the primary innovation associated with the TØ technology is around streamlining the clearance and settlement process for securities trades.  Please see Appendix II to this letter for a discussion of how compliance with the laws applicable to clearance and settlement will be ensured and/or accommodated by the TØ technology.  But, philosophically, our vision is that the transaction is the settlement.  The two are reunified in the act of writing the transaction to the book-entry system.

2.              We note your response to comment 1 and your revisions to your prospectus, which indicate that you are not planning to sell in a registered public offering any digital securities of the same class as any of your existing traditional securities. Revise your fee table, prospectus cover page and “Prospectus Summary — The Securities We May Offer” to identify the classes of securities that represent digital securities.

Response:  The Company has included a revised fee table and has revised its disclosure on the prospectus cover page and on page 3 of the Amendment in response to the Staff’s comment.

3.              Tell us whether you plan to offer any digital securities of the same class as any existing securities in an unregistered public offering. In this regard, we note your press release dated June 5, 2015 where you indicate that you are offering TIGRcub bonds using TØ.com technology. Also, to better understand the offering process, identify the buyers of your TIGRcub bonds and describe the process by which the bonds were issued starting with the initial issuance to the recording of the TIGRcub bonds in the distributed ledger. Further, given that the securities will be restricted from resale under Section 5 of the Securities Act of 1933, tell us how the restrictive legend that is required pursuant to Rule 502(d)(3) has been reflected on the bonds and how the restrictive legend can be removed in light of the uncertificated nature of the digital securities.

Response:  I respectfully advise the Staff that the Company has no plans to offer any digital securities of the same class as any existing securities in an unregistered public offer

July 10, 2015

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

Re: Overstock.com, Inc.
Amendment No. 1  to Re gistration Statement on Form S -3
Filed June 15, 2015
  File No. 3 33-203607

Dear Mr. Byrne :

We have reviewed your amended registration statement  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 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 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.   Unless  we note
otherwise , our references to prior comments are to comments in our May 21, 2015  letter .

General

1. To better understand  the offering process for digital securities pursuant to this  registration
statement, provide us with a diagram or detailed explanation illustrating the process ,
starting from the initial issuance of the digital securities to the recording of each trade in
the distributed ledger, as well as the clearance and settlem ent process.  Please i nclude a
detailed explanation of the role of each participant in the process , including but not
limited to, the issuer, broker -dealers, and ATS .  Tell us whether you anticipate  interaction
with or involvement of a registered clearing agency or registered transfer agent at any
stage of the process  as well as how compliance  with the laws applicable to clearance and
settlement will be ensured and/or accommodated  by the technology you choose to use .

2. We note your response to comment 1 and your revis ions to your prospectus, which
indicat e that you are not planning to sell in a registered public offering any digital
securities of the same class as any of your existing  traditional  securities .  Revise your fee

Patrick M. Byrne
Overstock.com, Inc.
July 10, 2015
Page 2

 table, prospectus cover page and “Prospectus Summary – The Securities We May Offer”
to identify the classes of securities that represent digital securities.

3. Tell us whether you plan to offer any digital securities of the same class as any  existing
securities in an unregistered public offering.  In this regard, we note your press release
dated June 5, 2015 where you indicate that you are offering TIGRcub bonds using
TØ.com technology. Also, t o better understand the offering process , identi fy the buyers
of your TIGRcub bonds and describe the process by which the bonds were issued starting
with the initial issuance to the reco rding of the TIGRcub bonds in the distributed ledger.
Further, given that the securities will be restricted from resale  under Section 5 of the
Securities Act of 1933,  tell us how the restrictive legend that is required pursuant to Rule
502(d)(3) has been reflected on the bonds and how the restrictive legend can be removed
in light of the uncertificated nature of the digita l securities.

Risks Applicable to Digital Securities Offerings, page 4

4. We note your response to comment 2 and your revised disclosure that “[you] have
collaborated with a registered ATS….which is now fully operational.” C larify the
meaning of the term “fully operational”  with a view to understanding whether it is fully
operational with respect to digital securities.

5. Clarify whether the ATS application process for purposes of trading digital securities  is
complete .  In this regard, we note your respon se to comment 2 that the ATS is curren tly
in discussions with the SEC staff regarding the implementation of the digit al securities
trading platform. P lease note that we m ay have further comments as a result of the staff’s
consultations with you and/or ProSecurities regarding the ATS application.

6. Clarify your disclosure to elaborate upon how you have “collaborated with a registered
ATS,” to identify the ATS and explain the nature of your collabor ation.  In this regard,
you state in your Form 10 -Q for the quarter ended March 31, 2015 that you acquired a
24.9% interest in a broker -dealer as part of your efforts to develop and license software to
trade crypto -securities using crypto -technologies. Cla rify for investors , if true, that the
collaboration you reference is with ProSecurities and that your investment is in
ProSecurities. In this regard, disclose whether the TØ.com technology is proprietary to
you or ProSecurities or both  and what role the te chnology plays in the offering or trading
process .

7. Elaborate upon the identity of the “participants” that maintain the distributed ledger
network and the “certain subscribers” to the ATS, to which you make reference on page
5.

8. Please disclose how your d igital securities will interact with the bitcoin blockchain. In
this regard, we note your press release dated June 5, 2015 where you indicate that the
buyers of your TIGRcub bonds “will be able to track their ownership on the bitcoin
blockchain.”

Patrick M. Byrne
Overstock.com, Inc.
July 10, 2015
Page 3

The price of  our digital securities, even when we issue equity securities…, page 6

9. Clarify your response to prior comment 4 that the distributed ledger will be accessible to
“anyone with a modicum of technical skills.”  In this regard, clarify in what manner and
how frequently the ATS or other third parties will provide trading price information.  We
note your disclosure  on page 6 that “robust and transparent trading data ….with respect to
[y]our digital securities will be publicly available ,” however , you do not spec ify how this
information will be available .

The private cryptographic keys representing digital securities could be stolen, page 6

10. We note your response to prior comment 3, however, the sentence that begins “[u]nlike
digital currency, a transfer of the  private keys can be made effectively anonymously, the
only way to access the digital securities system and obtain an account…” is unclear.
Please clarify the statements made in this sentence.

Digital Securities ATS, page 34

11. Revise this section to disclose, as you do in your response to comment 8, that
“participating broker -dealers will also need to agree to share [the] identity of their
customers with the issuer.”

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

CORRESP
1
filename1.htm

[OVERSTOCK LETTERHEAD]

June 15, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Ms. Mara L. Ransom

Assistant Director
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Overstock.com, Inc.

Registration Statement on Form S-3

Filed April 24, 2015

File No. 333-203607

Dear Ms. Ransom:

Overstock.com, Inc. (the “Company”) submits this response to the comments set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated May 21, 2015 relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).  For convenience, the Staff’s comments are set forth herein followed by the Company’s responses. The Company has revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter an Amendment No. 1 to the Registration Statement (the “Amendment”) that reflects these revisions and generally updates the information contained therein.

General

1.              We note your intent to conduct digital 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.

Response:  The Company has revised its disclosure on pages 4, 5 and 35 of the Amendment in response to the Staff’s comment.

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 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.

Response:  The Company has revised its disclosure on pages 4, 5 and 35 of the Amendment in response to the Staff’s comment.

In addition, we supplementally advise the Staff that the existing digital securities trading platform was created in a collaboration between Overstock and Pro Securities, LLC, a registered ATS.  As we have pointed out in our revised disclosure, there are other digital securities projects underway as well and we are not locked into using Pro Securities, LLC for any potential future offerings under the Registration Statement.  We intend to include the identity and details with respect to the particular ATS and distributed ledger technology we are using in any prospectus supplement where we describe the details of a particular offering of securities to be traded on a particular trading platform.

We respectfully note to the Staff that Pro Securities, LLC is currently in separate discussions with the SEC’s Trading and Markets Division regarding the details of its technology implementation of the digital securities trading platform.

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 discussed in this risk factor.

Response:  We respectfully advise the Staff that the private keys do not represent the digital securities.  It is the combination of (1) the publicly-viewable distributed ledger (on which the digital securities are issued and through which they are transferred, and which is constantly updated to reflect the then-current ownership of the digital securities) and (2) the proprietary ledger maintained by Overstock from data provided by the broker-dealer subscribers to the ATS (which ties the anonymous accounts reflected on the distributed ledger to the identity of the broker-dealer customer that is the holder of the each account), which represents the book-entry system of the issuer and is the sole source of truth as to who owns the digital securities.  It is not enough to merely possess a private key to be the owner of record of a digital security.  To be an owner of record of digital securities, one’s identity needs to be recorded in the proprietary ledger and the transaction information needs to be recorded in the distributed ledger.  Largely for this reason, while we have included this risk factor out of an abundance of caution, especially given the known issues with theft of digital currency, it is less likely that a person could steal digital securities as compared to stealing digital currency.  Even if the repository of the private keys were to be compromised by hackers, which is certainly possible, it is virtually impossible for a hacker to evade prosecution for such theft.  Unlike digital currency, a transfer of the private keys can be made effectively anonymously, the only way to access the digital securities system and obtain an account that can be used to store and trade digital securities, is to open an account with a broker-dealer that is a registered participant on the ATS.  Broker-dealers have regulatory obligations to know their clients and there will also be a specific contractual requirement and technical implementation for each participating broker-dealer to automatically share customer identity with the issuer in order to create and maintain the proprietary ledger that is part of the issuer’s book-entry system.  If a

2

person were to hack their own brokerage account to attempt to record their ownership of a stolen private key, it would be obvious that the private key was stolen because the transaction was not recorded on the distributed ledger.  Moreover, the issuer (or its transfer agent) does have a technological means of manually propagating an update to the distributed ledger in cases like this where it needs to make adjustments to its books and records to account for theft, fraud, court orders to transfer shares, etc.  Ultimately, because the ATS is the only market for the digital securities and because a user must disclose his or her identity to participate as a user in the market, the only way theft could work would be if someone were to steal the username and password of another user, login to that user’s account, transfer that user’s shares to the culprit’s own account, sell the securities from the culprit’s account, move the sale proceeds out of the culprit’s brokerage account and flee the jurisdiction (since their identity is known) quickly enough to evade capture.  This is no different from the risk of theft associated with hacking any online brokerage account for traditional securities.

In fact, we supplementally advise the Staff that we believe one of the benefits of a digital securities trading platform is that it is capable of being far more secure than traditional securities online brokerage accounts that are secured merely by the traditional username and password style security protocols stored by central repositories (making them valuable targets for theft).  In addition to username and password, this digital securities trading platform, in contrast, also requires the presence of a private cryptographic key to effect transfers.  The reason the ATS is not requiring users to hold their own private keys from the outset is the fact that users are not accustomed to this yet.  We believe secure storage solutions will be developed in the future and the general public will become more accustomed to storing their own private keys for a variety of purposes, including digital securities.  Our currently proposed digital securities trading platform will be ready to accommodate this security protocol upgrade as soon as the market is ready for it.

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.

Response:  The offering price of any digital securities sold by the issuer will be identified in one or more prospectus supplements for each offering.  The price of secondary trades will be recorded in the distributed ledger.  We expect the distributed ledger to be accessible to anyone with a modicum of technical skills.  Overstock is not currently planning to publish this secondary trading information elsewhere, but we expect the ATS or other third parties will provide trading price information.

3

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.

Response:  The Company has revised its disclosure on page 10 of the Amendment in response to the Staff’s comment and advises the Staff that voting rights of the digital securities will be identical to the voting rights of the non-digital securities of the same class other than the voting procedures described on page 10 of the Amendment.

6.              We note your indication that the retail holder of shares issued as digital securities “may vote these digital securities directly 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 regard, 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.

Response:  We respectfully advise the Staff that the “substantially” qualifier was meant to relate to the fact that digital securities holders are holders of record instead of beneficial holders holding in “street name” that need to get permission from their broker-dealer to vote at a meeting.  This distinction is further described in Description of Capital Stock — General on page 10 of the Amendment.  Pursuant to the Staff’s comment #5 above, we have added disclosure to confirm this distinction is the only distinction and the rights are otherwise identical.

We further supplementally advise the Staff that the identity of holders of digital securities will be recorded in Overstock’s book-entry system.  Overstock’s book-entry system is a combination of the transaction information recorded in the distributed ledger and the holder identity information recorded in Overstock’s proprietary ledger fed by ATS participating broker-dealers as user accounts are created.  Overstock’s transfer agent will have access to real-time data showing the names and contact information of holders of record as of any time the transfer agent specifies just as it would with traditional securities.  Proxy Statements and Proxies will be distributed to the record holders at the addresses of record as required by applicable corporate law and the Federal proxy rules.

Digital Securities ATS, page 34

7.              State whether 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 elaborate upon this relationship. Please also update readers on the status of your code development.

4

Response:  Please see our response to comment #2 above.  Overstock has a minority ownership position in the ATS and has funded development of the digital securities trading platform.  We intend to identify the ATS and Overstock’s relationship with the ATS in the prospectus supplement for an actual offering if Overstock uses such ATS in such offering since alternative ATS platforms could arise in the future and Overstock has no obligation to use and may not use the Pro Securities, LLC ATS in any future offering.

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.”

Response:  With respect to the existing digital securities ATS, we supplementally advise the Staff that SpeedRoute, LLC is a registered broker-dealer that is an existing participant on the ATS.  In addition, there is a registered retail broker-dealer that has completed the requisite technical integration and we expect to be one of the initial participants on the ATS by either contracting directly with the ATS or by contracting with SpeedRoute, LLC.  In the case of Pro Securities, LLC, and we expect in the case of future digital securities ATS’s as well, there will be other subscribers with respect to the ATS’s historical securities business that do not participate in digital securities trading.  There is a small amount of technical integration required for a broker-dealer to participate in digital securities trades on the ATS.  Participating broker-dealers will also need to agree to share identity of their customers with the issuer and agree to various other terms in a participation agreement to be negotiated between the ATS, the issuer and the prospective participant.  The ATS is certainly open to participation by any interested broker-dealers.

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.

Response:  The Company has revised its disclosure on page 37 of the Amendment in response to the Staff’s comment.

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 ability to render a “validly issued” opinion.

5

Response:

Our counsel advises us that, under Section 158 of the Delaware General Corporation Law, it is possible to validly issue uncertificated shares of stock tracked using a “book-entry” system that enables the corporation to determine the identities of the record holders of the shares as of any given date.  In addition, our counsel advises us that the combination of the distributed ledger and the proprietary ledger can be used as such a “book-entry” system.  Our counsel further believes that Overstock exer

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

March 24, 2014

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

Re: Overstock.com, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 7, 2014
File No. 000-49799

Dear Mr. Byrne :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Rans om
Assistant Director

CORRESP
1
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By EDGAR and email

March 20, 2014

Daniel Porco, Esq.

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:                                                     Overstock.com, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 7, 2014

File No. 000-49799

Dear Mr. Porco:

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 March 19, 2014 with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Commission on March 7, 2014.

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

Proposal 2—Approval of Amendment to Our Certificate of Incorporation…, page 8

Background and Reason for the Proposed Amendment, page 9

1.              Please discuss in this section all material risks to stockholders that could result from the adoption of an exclusive forum provision in your Certificate of Incorporation.

Response:  We acknowledge the staff’s comment, and in response propose to add a discussion of all material risks to stockholders that could result from the adoption of an exclusive forum provision in our Certificate of Incorporation on page 9 of the proxy statement in the referenced section as follows:

We do not believe that the Amendment presents any material risk to our stockholders except as follows. One or more stockholders who desire to file lawsuits against the Company, its directors or employees, in multiple jurisdictions in an effort to increase the

settlement value of their lawsuits by increasing the Company’s costs to defend against multiple lawsuits, might prefer to be able to file lawsuits in multiple jurisdictions. Further, one or more stockholders who believe that the relevant law or demographic of a potential jury pool of a jurisdiction other than those specified by the Amendment might be more favorable to their claims, might prefer to file elsewhere. Also, one or more stockholders who believe that the relevant law is less settled in another jurisdiction might prefer to file elsewhere in an effort to increase the settlement value of their claims. The Amendment may also reduce the likelihood of derivative litigation against directors and employees, even though an action, if successful, might benefit the Company and its stockholders.

2.              We note your disclosure that you already have a similar forum selection provision in your corporate bylaws. Please disclose the date upon which you adopted this bylaw and whether you have experienced any difficulty enforcing such bylaw.

Response:  We acknowledge the staff’s comment, and in response propose to add disclosure of the date on which we adopted the bylaw amendment and whether we have experienced any difficulty enforcing such bylaw as follows:

We adopted this provision by an amendment to our Bylaws on October 23, 2013, and amended it on February 5, 2014.  We have not experienced any difficulty enforcing this provision.

At your request, the Company acknowledges that:

1.                                      the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.                                      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

3.                                      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.

Please direct any questions that you have with respect to the foregoing to the undersigned at (801) 947-4441 or to Thomas Adkins with Bracewell & Giuliani LLP at 512-542-2122.

Very truly yours,

/s/   Mark J. Griffin

Mark   J. Griffin

Senior   Vice President and General Counsel

Overstock.com, Inc.

2

March 19, 2014

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

Re: Overstock.com, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 7, 2014
File No. 000 -49799

Dear Mr. Byrne :

We have reviewed your filing an d 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, by
providing 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 and the information you provide in
response to these  comments, we may have  additional comments.

Proposal 2 —Approval of Amendment to Our Certificate of Incorporation…, page 8

Background and Reason for the Proposed Amendment, page 9

1. Please discuss in this section all material risks to stockholders  that could result from the
adoption of an exclusive forum provision in your Certificate of Incorporation .

2. We note your disclosure that you already have a similar forum selection provision in your
corporate bylaws.  Please disclose the date upon which you adopted this bylaw  and
whether you have experience d any difficulty enforcing such bylaw .

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 Exchange Act of
1934 and all applicable Exch ange Act rules require.   Since the company and its management are

Patrick M. By rne
Overstock.com, Inc.
March 19, 2014
Page 2

 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 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 Commission or any person under the federal securities laws of the United States.

Please  contact Daniel Porco, S taff Attorney,  at (202) 551 -3477  or Lisa Kohl, Staff
Attorney, 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

cc: Thomas Adkins, Esq.

October 8, 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
File No. 0 -49799

Dear Mr. Hughes :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or a ny person under the
federal securities laws of the United States.  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 Exchange Act of 1 934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

 Andrew D. Mew
 Accounting Branch Chief

CORRESP
1
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		OSTK CORRESP 2013-09-13

September 20, 2013

Andrew D. Mew

Accounting Branch Chief

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.
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. Mew:

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 September 6, 2013, with respect to the Company's Form 10-K for the Fiscal Year Ended December 31, 2012 filed with the Commission on February 21, 2013, and the Definitive Proxy Statement on Schedule 14A filed with the Commission on March 20, 2013, File No. 0-49799.

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

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

Item 7. Management’s Discussion and Analysis of 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 $135, 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 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 model. In

Mr. Andrew Mew

September 20, 2013

Page 2

this regard, explain to us and disclose if you intend on focusing your business on higher end merchandise with larger margins.

Our sales mix has evolved over time, including a trend in our sales mix toward home and garden products. We disclosed this on page 3 of the 2012 Form 10-K as follows:

For the years ended December 31, 2012, 2011 and 2010, the percentages of gross revenues contributed by similar classes of products were as follows:

Product Lines

 2012

 2011

 2010

Home and garden (1)

 66

 %

 58

 %

 55

 %

Jewelry, watches, clothing and accessories

 16

 %

 20

 %

 23

 %

BMMG, electronics and computers

 6

 %

 10

 %

 11

 %

Other

 12

 %

 12

 %

 11

 %

Total

 100

 %

 100

 %

 100

 %

(1) Home and garden includes home décor, bedding, bath, furniture, housewares, garden, patio and other related products.

The effects of this shift were discussed throughout the Form 10-K as follows (emphasis added):

“Revenues in 2012 increased 4% compared to 2011, largely due to increasing growth rates in the second half of the year; we posted 9% revenue growth in Q4 2012 compared to Q4 2011. The primary reason for the improvement this year was an increase of 10% in the average order size, from $123 to $135, which is largely due to a sales mix shift into the home and garden category.” (Executive Commentary, page 42)

“The 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 $135, 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.” (Executive Commentary, page 43)

“The primary reason for the decrease in direct revenue for the year ended December 31, 2012 was a shift in sales mix, particularly in Apparel and Shoes, from a direct inventory-based model to a fulfillment partner-based model to reduce exposure from seasonal inventory and mark downs; partially offset by an increase in sales of home and garden products.” (Executive Commentary, page 44)

“The primary reason for the increase in fulfillment partner revenue for the year ended December 31, 2012 was an increase in sales of home and garden products; partially offset by decreases in sales of electronics, jewelry and watches and books and media.” (Executive Commentary, page 44)

“The 110 and 90 basis point increases in direct and fulfillment gross margins, respectively, for the year ended December 31, 2012 when compared to the same period in 2011 are primarily due to shifts in the sales mix into higher margin home and garden products and lower credit card fees, partially offset by higher returns-related and freight costs.” (Executive Commentary, page 45)

“The $28.1 million of net cash provided by operating activities during the year ended December 31, 2012 was primarily due to net income of $14.7 million, non-cash depreciation, amortization and stock compensation expense of $19.5 million, and an increase in deferred revenue of $10.4 million primarily

Mr. Andrew Mew

September 20, 2013

Page 3

due to strong sales growth at the end of year and an increase in the amount of orders sold but not yet delivered to our customers due to shipping holidays near year-end, partially offset by a decrease in accounts payable of $7.9 million, an increase in accounts receivable of $5.8 million and an increase in inventory of $3.5 million primarily for home and garden products.” (MD&A; Liquidity, page 57)

In summary, we believe we have disclosed the shift in sales mix as a trend in our business, and we have discussed the effects of the shift in our Form 10-K. However, we do not know whether this shift will continue. We believe our risk factor disclosure discloses the uncertainty of our business model as a whole as follows:

“Our business model has evolved in the past and continues to do so. In prior years we have added additional types of services and product offerings and in some cases we have modified or discontinued those offerings. We may continue to try to offer additional types of products or services, and we cannot offer any assurance that any of them will be successful. From time to time we have also modified aspects of our business model relating to our product mix and the mix of direct/fulfillment partner sourcing of the products we offer. We may continue to modify this aspect of our business as well as other significant aspects of our business. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. The additions and modifications to our business have increased the complexity of our business and placed significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. Future additions to or modifications of our business are likely to have similar effects. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results. Further, any new business or website we launch that is not favorably received by consumers could damage our reputation or the Overstock.com brand.” (Risk Factors, page 16)

In response to your request that we explain and disclose if we intend to focus our business on higher end merchandise with larger margins, we advise the Staff that although we have experienced and benefitted from the trend towards our home and garden category, our business model as disclosed in our 2012 Form 10-K, Our Business, page 1, is to “deal primarily in discount, replenishable and closeout merchandise.” This model includes a wide variety of product offerings, some of which have relatively low margins. We have not altered, nor do we currently intend to alter, that focus. However, if we do make a determination in the future to change our business focus in any material respect, we will include disclosure in future filings.

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 ("reward 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 from 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 related to the Club O rewards program. Also,

Mr. Andrew Mew

September 20, 2013

Page 4

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 substantially 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.

In 2012, $2.4 million of the total $3.3 million in breakage related to our Club O Rewards program as compared to $0.2 million of the total $0.9 million in 2011. As disclosed in footnote 2. Accounting Policies under the Club O Loyalty Program, given the program’s short history we recognize breakage when the reward dollars expire. We believe our presentation complies with Rule 5.03 paragraph (b)(7) of Regulation S-X, which states as follows:

“Non-operating income. State separately in the income statement or in a note thereto amounts earned from (a) dividends, (b) interest on securities, (c) profits on securities (net of losses), and (d) miscellaneous other income. Amounts earned from transactions in securities of related parties shall be disclosed as required under § 210.4-08(k). Material amounts included under miscellaneous other income shall be separately stated in the income statement or in a note thereto, indicating clearly the nature of the transactions out of which the items arose.”

Because we did not have (a) dividends, (b) interest on securities, or (c) profits on securities, all of our Other Income fell under clause (d), miscellaneous other income. Consequently, pursuant to the last sentence of paragraph (b)(7), we stated the amounts separately and indicated the nature of the transactions out of which the items arose, including breakage. Gift cards and Club O Rewards are both methods of customer payment that incur breakage, and the “nature of the transactions out of which the items arose” is breakage. We indicated in our disclosure that the breakage had two sources (“Gift card and Club-O rewards breakage”) but did not interpret Rule 5.03(b)(7) to require subcategory disclosure within the items disclosed as miscellaneous income.

Club O Rewards breakage is entirely due to expiring rewards, as we disclose in Item 7. Management’s Discussion And Analysis Of Financial Condition And Results of Operations, Critical Accounting Policies and Estimates, under the Club O Loyalty Program section, and in footnote 2. Accounting Policies, under the Club O Loyalty Program, where we state that due to the program’s short history, no reward dollar breakage is recognized until the reward dollars expire. The reason for the increase in Club O Rewards breakage in 2012 is two-fold: First, our Club O Rewards Program began in June 2010. Our Club O memberships are sold in 12-month subscriptions. When a Club O membership expires, a member has 90-days subsequent to the expiration of their membership to renew before their Club O rewards expire. Therefore, breakage as a result of Club O Rewards expirations did not begin until the latter part of 2011. Second, during the period April 2011 through July 2011, we gave free Club O memberships to a significant number of customers in states in which we severed our relationships with our affiliate marketers due to affiliate nexus laws passed within those states. A significant number of these free memberships expired with unused reward points in 2012. The increase in Club O Rewards breakage was due to a full year breakage of reward points issued related to paid and free memberships expiring in 2012.

In our 2012 Form 10-K, we discuss the Club O Loyalty Program in Item 7. Management’s Discussion And Analysis Of Financial Condition And Results of Operations, Critical Accounting Policies and Estimates,

Mr. Andrew Mew

September 20, 2013

Page 5

under the Club O Loyalty Program section. We also discuss our loyalty program in footnote 2. Accounting Policies, under the Club O Loyalty Program. In both instances, we disclose that, due to the program’s short history, reward dollar breakage is recognized in other income upon expiration of the points. When taken as a whole with our discussion in Item 7., Comparison of Years Ended December 31, 2012 and 2011, under the Other income, net section, where we disclose that the increase in other income was primarily due to an increase in Club O rewards breakage, we believe we have disclosed sufficient information for a user of our financial statements to understand the breakage in our loyalty program.

3.

 Please tell us the significance of revenues earned from your co-branded credit card agreement and your evaluation of the applicability 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 relationship.

Revenues earned from our co-branded credit card agreement totaled $967,000 and $556,000 for the years ended December 31, 2012 and 2011, respectively, which amounted to less than 1% of total net revenue for 2012 and 2011, respectively. Rule 5.03 paragraph (b) of Regulation S-X allows for the combining of the subcaptions described under paragraph 1 of the same rule, as long as each class is not more than 10 percent of the sum of the of the items. Using this criterion for evaluating the applicability of separate reporting of other revenues and costs of revenues, we believe revenues and related costs of revenues earned from our co-branded credit card agreement are reported correctly in accordance with Rule 5.03 paragraph (b) of Regulation S-X.

In future filings, we will disclose the estimated life of the credit card relationship as follows in footnote 2. Accounting Policies, Co-branded credit card revenue (proposed additions are underlined):

“We have entered into a co-branded credit card agreement with a commercial bank for the issuance of credit cards bearing the Overstock.com brand, under which the bank pays us fees for new accounts and for customer usage of the cards. The agreement also provides for a customer loyalty program offering reward points that customers will accrue from card usage and can use to make purchases on our Website (See "Club O loyalty program" above for more information). New account fees are recognized as revenue on a straight-line basis over the remaining estimated life of the credit card relationship which runs through April 2015. Credit card usage fees are recognized as revenues as actual credit card usage occurs. Revenues from new account and credit card usage fees were less than 1% of total net revenues for all periods presented.”

11. Deferred Revenue, page F-21

4.

 Tell us

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

July 8, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Andrew D. Mew

   Andrew D. Mew    Accounting Branch Chief

CORRESP
1
filename1.htm

6350 South 3000 East

801.947.3100 phone

Salt Lake City, Utah 84121

801.944.4629 fax

July 1, 2011

Mr. Andrew D. Mew

Accounting Branch Chief

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.

Form 10-Q for the Quarterly Period Ended September 30, 2010

Filed October 29, 2010

File No. 000-49799

Dear Mr. Mew:

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 June 28, 2011, with respect to the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2010 filed with the Commission on October 29, 2010, File No. 000-49799.

For your convenience, our response is prefaced by the exact text of the Staff’s corresponding comment in bold text. We would like to thank the Staff for its time on this matter.

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 ended June 30, 2011 is fully transparent in describing the key changes made to your processes 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 GAAP supports accounting for changes in estimates on a 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 actual returns have differed significantly from your estimates and discuss the improvements 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.

We propose to include the following modified disclosure in our Form 10-Q for the quarter ended June 30, 2011, under both Notes to the Unaudited Consolidated Financial Statements and Management’s Discussion and Analysis Of Financial Condition and Results Of Operations:

“Sales returns allowance

We inspect all returned items when they arrive at our processing facility. We refund the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our fulfillment partners have made an error, such as shipping the wrong product.

If the return is not a result of a product defect or our fulfillment partners’ error and the customer initiates a return of an unopened item within 30 days of delivery, for most products we refund the full cost of the merchandise minus the original shipping charge and actual return shipping fees. However, we reduce refunds for returns initiated more than 30 days after delivery or that are received at our returns processing facility more than 45 days after initial delivery.

If our customer returns an item that has been opened or shows signs of wear, we issue a partial refund minus the original shipping charge and actual return shipping fees.

Revenue is recorded net of estimated returns. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. Our actual product returns have not differed materially from our estimates.  During the three months ended December 31, 2009, we had a change in estimate for our sales returns allowance that reduced the allowance by approximately $3.0 million from the prior quarter-end balance and $3.2 million from the prior year-end balance that was recorded in accordance with ASC 250 “Accounting Changes and Error Corrections” on a prospective basis. The change in estimate for our sales returns allowance had the following impact on our financial results for the three and twelve months ended December 31, 2009 (amounts in thousands, except per share data):

Three Months Ended

Twelve Months Ended

December 31, 2009

December 31, 2009

$ Change

$ Change

Revenue, net

$

2,995

$

3,208

Gross profit

752

805

Income from   continuing operations before income taxes

752

805

Net income

752

805

Net income   attributable to common shares - basic

$

0.04

$

0.04

Net income   attributable to common shares - diluted

$

0.04

$

0.03

The reasons for the change in estimate in the fourth quarter of 2009 were as follows. We made

2

improvements to our information systems during 2008 and 2009 that enabled enhanced reporting and analysis of our returns data used in the estimation process. In early 2009, we implemented initiatives to reduce overall return rates in several of our product categories. In September 2009, we entered into a new master supplier agreement with our fulfillment partners that provided financial incentives for suppliers to reduce returns. These initiatives resulted in a sustained decrease in our product return trends resulting in the change in estimate of sales returns allowance during the three months ended December 31, 2009.

Although we believe that our estimates, assumptions, and judgments are reasonable, actual results have historically differed from our estimates. Based on our actual returns experience through June 30, 2011, had our estimated returns equaled our actual returns, our net loss would have decreased approximately $1.5 million for the year ended December 31, 2007, our net loss would have increased approximately $725,000 for the year ended December 31, 2008, and our net income would have decreased approximately $805,000 for the year ended December 31, 2009. Based on the improvements and initiatives discussed above, we believe that our estimates, assumptions and judgments have improved and our actual product returns have not differed materially from our estimates at December 31, 2010 and March 31, 2011. For example, during the quarter ended December 31, 2009, we revised our estimated sales return allowance based upon the actual returns information reasonably available at that time and reduced the allowance by approximately $3.0 million from the prior quarter-end balance, which increased revenues by approximately $3.0 million (0.9%), gross profit by approximately $750,000 (1.4%), and net income by approximately $750,000 (5.9%) for the quarter ended December 31, 2009.”

We propose to include similar language, as well as a discussion of the impact on 2009 gross profit in the discussion of results of operations within MD&A, in our 2011 Form 10-K.

At your request the Company acknowledges that:

1.               the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.               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

3.               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.

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.

3

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

CORRESP
1
filename1.htm

6350 South 3000 East

801.947.3100 phone

Salt Lake City, Utah 84121

801.944.4629 fax

June 9, 2011

Mr. Andrew Mew

Accounting Branch Chief

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.
 Form 10-Q for the Quarterly Period Ended September 30, 2010
 Filed October 29, 2010
 File No. 000-49799

Dear Mr. Mew:

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 May 31, 2011, with respect to the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2010 filed with the Commission on October 29, 2010, File No. 000-49799.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text. We would like to thank the Staff for spending the time to understand our position as it relates to the Staff’s comments.

1.             You have represented that the provision for sales returns recorded in the fourth quarter of 2007 and $4 million plus reduction in your allowance in the fourth quarter of 2009 resulted from the application of a consistent systematic methodology for determining your sales return allowance. With respect to return reduction initiatives, you have represented to us that you monitored the impact of these initiatives in 2009, particularly during Q4 2009 following the introduction of the new supplier agreement, and determined at the end of 2009 that there was sufficient evidence of a sustained downward trend in returns from these initiatives (versus temporary or seasonal trends) and therefore made a one-time adjustment to reduce your sales returns allowance. Please revise the notes to your financial statements to discuss this change in estimate during the fourth quarter of 2009 by providing the disclosure set forth in FASB ASC 250-10-50-4. Please also expand your Management’s Discussion and Analysis of Financial Condition and Results of Operations to provide insights of the significant factors and the subjective

judgments involved behind the estimate change. Lastly, quantify the dollar amount of the change in the provision and allowance in the fourth quarter of 2009 and its impact of the quarter and your results for the year.

We considered the change in our allowance for sales returns in the fourth quarter of 2009 and the guidance in FASB ASC 250-10-50-4 in preparing our 2010 Form 10-K and believe our disclosures are adequate, as our estimate of sales returns is made each period in the ordinary course of accounting and we do not consider the impact material for the reasons noted below. As shown in the following excerpts from our 2010 Form 10-K, we disclose the nature of our sales return allowance as an estimate, the factors we consider in making such estimates, trends in actual returns and allowances over time, and the primary reasons for such trends. Additionally, we provided the reader the general magnitude of the financial impact of the improved sales returns experience, inclusive of the change in our sales return allowance, on revenues, gross margin, income from continuing operations and net income.

======

“MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates

Sales returns allowance

We inspect all returned items when they arrive at our processing facility. We refund the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our fulfillment partners have made an error, such as shipping the wrong product.

If the return is not a result of a product defect or our or our fulfillment partners’ error and our customer initiates a return of an unopened item within 30 days of delivery, except for computers and electronics, we refund the full cost of the merchandise minus the original shipping charge and return shipping fees. However, we reduce refunds for returns initiated more than 30 days after delivery or that are received at our returns processing facility more than 45 days after initial delivery.

If our customer returns an item that has been opened or shows signs of wear, we issue a partial refund minus the original shipping charge and return shipping fees.

Revenue is recorded net of estimated returns. We record an allowance for returns based on current period revenues and historical returns experience. We analyze historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. Our actual product returns have not differed materially from our estimates. The average actual returns as percentage of revenues for the years ended, December 31, 2010, 2009, and 2008 were 8.2%, 8.6% and 9.0%, respectively. The decline in actual returns as a percentage of revenues from 2008 to 2009 was largely the result of procedures implemented in 2009 including entering into a new master supplier agreement with our fulfillment partners in the fall of 2009. We do not expect future returns experience to differ significantly from the rates experienced in 2010. The allowance for returns was $11.5 million and $11.9 million at December 31, 2010 and 2009, respectively.

2

Comparison of Years Ended December 31, 2009 and 2008

Gross profit

The 140 basis point improvement for the year ended December 31, 2009 was primarily due to the implementation of process improvements to our supply chain, particularly in returns, and in our customer service organization during the year, and lower return rates and net returns-related costs.

Notes to Consolidated Financial Statements

Sales returns allowance

We inspect all returned items when they arrive at our processing facility. We refund the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our fulfillment partners have made an error, such as shipping the wrong product.

If the return is not a result of a product defect or our or our fulfillment partners error and the customer initiates a return of an unopened item within 30 days of delivery, except for computers and electronics, we refund the full cost of the merchandise minus the original shipping charge and return shipping fees. However, we reduce refunds for returns initiated more than 30 days after delivery or that are received at our returns processing facility more than 45 days after initial delivery.

If our customer returns an item that has been opened or shows signs of wear, we issue a partial refund minus the original shipping charge and return shipping fees.

Revenue is recorded net of estimated returns. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. Our actual product returns have not differed materially from our estimates. The average actual returns as percentage of revenues for the years ended, December 31, 2010, 2009, and 2008 were 8.2%, 8.6% and 9.0%, respectively. The allowance for returns was $11.5 million and $11.9 million at December 31, 2010 and 2009, respectively.”

======

As described in our letters dated May 20, 2011 and April 11, 2011 and related conference calls on May 26, 2011 and May 23, 2011, we do not believe that the differences between our estimated and actual returns are material to our financial statements. Similarly, we do not believe that the change in our estimated sales return allowance at December 31, 2009 is material or that it requires the disclosures described in FASB ASC 250-10-50-4. The Staff noted that we had a $4 million plus reduction in our allowance for sales returns in the fourth quarter of 2009, which was based on the analysis that compared the estimated allowance to that which would have been recorded if the allowance had been based on actual historical returns.  However, the actual gross reduction in the allowance for sales returns recognized at the end of the fourth quarter of 2009 was only $3.0 million, which had a net impact of approximately $750,000.  Given the fact that the actual adjustment to the allowance for sales returns in the fourth quarter was significantly less than the $4 million, we continue to believe that the actual adjustment does not constitute a material change in estimate to the financial statements taken as a whole that would require disclosure.

Nonetheless, with respect for the concerns raised by the Staff in the interest of transparency, we respectfully request that the Staff consider allowing us to provide expanded disclosure on a prospective basis rather than incurring the time, cost and effort required to amend our 2010 Form 10-K. We propose to include the following modified

3

disclosure in our future Form 10-Qs for 2011, under both Notes to the Unaudited Consolidated Financial Statements and Management’s Discussion and Analysis Of Financial Condition and Results Of Operations:

“Sales returns allowance

We inspect all returned items when they arrive at our processing facility. We refund the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our fulfillment partners have made an error, such as shipping the wrong product.

If the return is not a result of a product defect or our fulfillment partners’ error and the customer initiates a return of an unopened item within 30 days of delivery, for most products we refund the full cost of the merchandise minus the original shipping charge and actual return shipping fees. However, we reduce refunds for returns initiated more than 30 days after delivery or that are received at our returns processing facility more than 45 days after initial delivery.

If our customer returns an item that has been opened or shows signs of wear, we issue a partial refund minus the original shipping charge and actual return shipping fees.

Revenue is recorded net of estimated returns. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. Our actual product returns have not differed materially from our estimates.  Although we believe that our estimates, assumptions, and judgments are reasonable, actual results have differed from our estimates. For example, during the quarter ended December 31, 2009, we revised our estimated sales return allowance based upon the actual returns information reasonably available at that time and reduced the allowance by approximately $3.0 million from the prior quarter-end balance, which increased revenues by approximately $3.0 million (0.9%), gross profit by approximately $750,000 (1.4%), and net income by approximately $750,000 (5.9%) for the quarter ended December 31, 2009.”

We propose to include similar language, as well as a discussion of the impact on 2009 gross profit in the discussion of results of operations within MD&A, in our 2011 Form 10-K.

2.             Your April 11, 2011 response states you discovered an error in your earlier determination of the sales return allowance by using net amounts recorded for the period of Q1 2007 through Q3 2009. You represented that such errors are isolated to your balance sheets and Schedule II and have no impact on your statement of operations. In the interests of allowing consistent calculations to be made by users of your financial statements, please consider reflecting the corrections for these error in your amended filing.

As described in our letter dated April 11, 2011, the errors in our earlier determination of our sales returns allowances on a gross rather than net basis are immaterial in relation to the financial and other information taken as a whole, and only affects the December 31, 2008 ending balance in Schedule II to our 2010 Form 10-K (and does not affect the December 31, 2009 and 2010 ending balances). Accordingly, we believe that the information currently included in the Form 10-K is adequate to provide investors with the

4

information needed to make informed decisions and that these errors will not have any material impact on investor protection. Therefore, we respectfully request the Staff consider allowing us to make such corrections in Schedule II to our 2011 Form 10-K and not incur the additional time, cost and effort to amend a filing for the immaterial change.

3.             Please submit your letter dated May 20, 2011 on EDGAR.

We have submitted our letter dated May 20, 2011on EDGAR as requested.

At your request the Company acknowledges that:

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

2.     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

3.     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.

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.

5

CORRESP
1
filename1.htm

6350 South 3000 East

801.947.3100 phone

Salt Lake City, Utah 84121

801.944.4629 fax

June 9, 2011

Andrew Mew

Accounting Branch Chief

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.
 Form 10-Q for the Quarterly Period Ended September 30, 2010
 Filed October 29, 2010
 File No. 000-49799

Dear Mr. Mew:

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 May 31, 2011, with respect to the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2010 filed with the Commission on October 29, 2010, File No. 000-49799.

For your convenience, the response to question number three from your letter dated May 31, 2011 is prefaced by the exact text of the Staff’s corresponding comment in bold text.

3.                                      Please submit your letter dated May 20, 2011 on EDGAR.

In Exhibit 1, we have provided the requested response.

At your request the Company acknowledges that:

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

2.             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

3.             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.

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.

Exhibits:

Exhibit 1 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

2

May 31, 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 May 20, 2011 and considered the additional
information provided  via conference calls on May 23 and May 26, 2011 and have the following
comments.
 Please respond to this letter within ten business days by amending your Form 10-K for
the year ended December 31, 2010, or by advising us when you will provide the requested response.

1. You have represented that the provision for sale s returns recorded in the fourth quarter of
2007 and $4 million plus reduction in your allowance in the fourth quarter of 2009 resulted from the application of a consis tent systematic methodology for determining
your sales return allowance.  With respect to return re duction initiatives, you have
represented to us that you m onitored the impact of these in itiatives in 2009, particularly
during Q4 2009 following the introduction of the new supplier agreement, and
determined at the end of 2009 that there wa s sufficient evidence of a sustained downward
trend in returns from these initiatives (versu s temporary or seasonal trends) and therefore
made a one-time adjustment to reduce your sale s returns allowance.  Please revise the
notes to your financial statements to discu ss this change in estimate during the fourth
quarter of 2009 by providing the disclosure se t forth in FASB ASC 250-10-50-4.  Please
also expand your Management’s Discussion and Analysis of Financial Condition and
Results of Operations to provide insights of the significant fact ors and the subjective
judgments involved behind the estimate change. Lastly, quantify the dollar amount of the change in the provision and a llowance in the fourth quarter  of 2009 and its impact on the
quarter and your results for the year.

Stephen J. Chesnut
Overstock.com, Inc.
  May 31, 2011   Page 2

 2. Your April 11, 2011 response states you discovere d an error in your earlier determination
of the sales return allowance by using ne t amounts recorded for the period of Q1 2007
through Q3 2009. You represented that such erro rs are isolated to your balance sheets and
Schedule II and have no impact  on your statement of operations.  In the interests of
allowing consistent calculations to be made by users of your financia l statements, please
consider reflecting the corrections for these errors in your amended filing.

3. Please submit your letter da ted May 20, 2011 on EDGAR.
 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 questions regarding these comments on the
financial statements and related matters.  Pl ease contact me at 202- 551-3720 with any other
questions.

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

CORRESP
1
filename1.htm

6350 South 3000 East

801.947.3100 phone

Salt Lake City, Utah 84121

801.944.4629 fax

April 11, 2011

Mr. Andrew Mew

Accounting Branch Chief

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.

Form 10-Q for the Quarterly Period   Ended September 30, 2010

Filed October 29, 2010

File No. 000-49799

Dear Mr. Mew:

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 conference call held on March 2, 2011, with respect to the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2010 filed with the Commission on October 29, 2010, File No. 000-49799. This letter has been reviewed by KPMG LLP, our independent registered public accounting firm, including its national office and PWC LLP, our former independent registered public accounting firm.

For your convenience, each response is prefaced by the comment received from the Staff on the March 2, 2011 conference call.

Form 10-Q for the quarterly period ended September 30, 2010

2. Accounting Policies, page 7

Sales returns allowance, page 12

1.              The Staff requested a materiality analysis of the net income (loss) impact provided to the Staff as Exhibit 2a of our response dated February 11, 2011.

In Exhibits 1-5 we have provided the requested response.

At your request the Company acknowledges that:

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

2.               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

3.               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.

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.

2

Exhibits:

Exhibit 1 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 2 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 3 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 4 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 5 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

3

CORRESP
1
filename1.htm

6350 South 3000 East

801.947.3100 phone

Salt Lake City, Utah 84121

801.944.4629 fax

February 18, 2011

Mr. Andrew Mew

Accounting Branch Chief

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.

Form 10-Q for the Quarterly Period   Ended September 30, 2010

Filed October 29, 2010

File No. 000-49799

Dear Mr. Mew:

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 February 11, 2011, with respect to the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2010 filed with the Commission on October 29, 2010, File No. 000-49799. This letter has been reviewed by KPMG LLP, our independent registered public accounting firm, including its national office.

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

Form 10-Q for the quarterly period ended September 30, 2010

2. Accounting Policies, page 7

Sales returns allowance, page 12

1.               We acknowledge your response to comment one to our letter dated January 11, 2011. Explain to us in detail the events that necessitated the significant provision recorded in the fourth quarter of 2007 which, in retrospect, led to the gross cumulative excess in the allowance at the end of fiscal 2007.

In Exhibit 1 we have provided the requested response.

2.              Refer to response number 28 in your prior letter dated July 9, 2010. You discuss various initiatives you implemented in early and late 2009 which you believe had an impact on reducing returns. Further, you state, “We monitored the impact of these initiatives in 2009, particularly during Q4 2009 following the introduction of the new supplier agreement, and determined at the end of 2009 that there was sufficient evidence of a sustained downward trend in returns from these initiatives (versus temporary or seasonal trends) and accordingly reduced our sales returns allowance based upon our analysis of trailing twelve month results.” Based on the information you have provided us, it is not clear how you concluded a downward trend in returns became apparent by the end of fiscal 2009 or early 2010. In this regard, we note the following from your Exhibit 1:

·                  Actual returns as a percentage of revenue on a trailing twelve month (“TTM”) basis decreased 4% from the fourth quarter of fiscal 2008 as compared to the fourth quarter of fiscal 2009.

·                  Actual returns as a percentage of revenue on a TTM basis increased by 5% from the first, second and third quarter of fiscal 2008 as compared to the first, second and third quarter of fiscal 2009, respectively.

·                  Actual returns as a percentage of revenue on a TTM basis only decreased by 3% in the fourth quarter of 2009 from the third quarter of fiscal 2009.

Please explain to us how a nominal decrease in the 2009 fourth quarter actual return experience on a TTM basis combined with the above factors justified the reduction in the gross cumulative excess in your allowance at fiscal year-end 2009 by over 77%. Further, it would appear that the downtrend in returns manifested itself in the fourth quarter of fiscal 2009. If this is the case, it is unclear to us whether you had sufficient experience to adequately conclude there was a sustained downward trend in returns as of December 31, 2009. Please explain to us how you could have reasonably concluded that sufficient evidence of a sustained downward trend in returns from these initiatives was established at the date the allowance for sales returns was substantially reduced.

2

In Exhibit 1 we have provided the requested response.

3.              Exhibit 1 indicates that the amount charged to your statements of operations (“the provision”) as a percentage of revenue was 11% in the fourth quarter of 2007, 9.8% in the fourth quarter of 2008, and 7.1% in the fourth quarter of 2009. In fiscal years 2007 and 2008, the quarterly provision as a percentage of revenue was highest in the fourth quarter consistent with your July 9, 2010 response to prior comment 28. In fiscal 2009, your fourth quarter provision as a percentage of revenue was the lowest of any quarter in fiscal 2009. Further, the provision recorded in the fourth fiscal quarter of 2009 is a full percentage point below the provision as a percentage of revenue on a TTM basis of 8.1% whereas in the fourth fiscal quarter of 2008 and 2007 the provision as a percentage of revenue significantly exceeded the provision as a percentage of revenues on a TTM basis. We also note from Exhibit 3 that the vast majority of sales returns related to your fourth fiscal quarter 2009 were processed before you filed your Form 10-K for the year ended December 31, 2009. In this regard, it appears 98% of the returns related to sales made in fourth fiscal quarter of 2009 were processed through the end of February 2010. Therefore, it would appear you could have factored into the fourth quarter 2009 provision the actual return experience subsequent to year end. Please explain why the provision for the fourth quarter of 2009 was uncharacteristically low.

In Exhibit 1 we have provided the requested response.

4.              You disclose that your actual product returns have not differed materially from your estimates. It appears from the information you have provided that you were significantly over reserved at the end of fiscal 2007 and 2008 and continue to be over reserved, although less so, at the end of fiscal 2009. Please explain to us how you were able to conclude that the differences between your estimates and actual return experience were not material to your net income (loss).

In Exhibit 1 we have provided the requested response.

5.              Please show us how you calculated the effect on net income (loss) if booked to actual reflected in your Exhibit 2a.

In Exhibit 2 (rows 15-19) we have provided the requested information.

6.              You disclose on pages 57 and F-16 of your 2009 Form 10-K “We are not currently aware of any trends that would significantly change future returns experience compared to historical experience.” Please explain to us how you concluded that your reduction of the sales return reserve from 2008 to 2009 was due to no apparent material reason as suggested by your disclosure or revise your disclosure accordingly.

In Exhibit 1 we have provided the requested response.

3

7.              You disclose in each of your quarterly reports for 2010 that the decrease in the sales returns reserve compared to December 31, 2009 is primarily due to decreased revenues due to seasonality. We are not clear how or to what extent your initiatives are having an impact. If your initiatives are having an impact on your allowance in 2010, please revise your disclosure as previously requested.

In Exhibit 1 we have provided the requested response.

Please note that in an effort to better understand the Staff’s views and perspectives on this matter, we have asked KPMG’s national office (Carmen Bailey and Douglas Besch) to participate in future discussions with the staff concerning this matter.

At your request the Company acknowledges that:

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

2.               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

3.               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.

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.

4

Exhibits:

Exhibit 1 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 2 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

5

February 11, 2011
  Mr. 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.  0-49799
Dear Mr. Chesnut:
 We have reviewed your supplemental response letter dated February 3, 2011 and have the
following comments.               Form 10-Q for the quarterly period ended September 30, 2010

2. Accounting Policies, page 7
Sales returns allowance, page 12
1. We acknowledge your response to comment one to our letter da ted January 11, 2011.
Explain to us in detail the events that nece ssitated the significant provision recorded in
the fourth quarter of 2007 which, in retrospect , led to the gross cumulative excess in the
allowance at the end of fiscal 2007.
2. Refer to response number 28 in your prior lette r dated July 9, 2010.  You discuss various
initiatives you implemented in early and late 2009 which you believe had an impact on reducing returns.  Further, you state, “We m onitored the impact of these initiatives in
2009, particularly during Q4 2009 following the introduction of  the new supplier
agreement, and determined at the end of 2009 that there was sufficient evidence of a sustained downward trend in re turns from these initiatives (versus temporary or seasonal
trends) and accordingly reduced our sales re turns allowance based upon our analysis of
trailing twelve month results.”  Based on th e information you have provided us, it is not
clear how you concluded a downw ard trend in returns became  apparent by the end of
fiscal 2009 or early 2010.  In this regard, we note the follo wing from your Exhibit 1:

• Actual returns as a percentage of re venue on a trailing twelve month (“TTM”)
basis decreased 4% from the fourth quar ter of fiscal 2008 as compared to the
fourth quarter of fiscal 2009.

Mr. Stephen J. Chesnut Overstock.com, Inc.
 February 11, 2011  Page 2

 • Actual returns as a percentage of reve nue on a TTM basis increased by 5% from
the first, second and third quarter of fis cal 2008 as compared to the first, second
and third quarter of fi scal 2009, respectively.
• Actual returns as a percentage of revenue on a TTM basis only decreased by 3%
in the fourth quarter of 2009 from th e third quarter of fiscal 2009.
Please explain to us how a nominal decrease  in the 2009 fourth quarter actual return
experience on a TTM basis combined with the above factors justified the reduction in the
gross cumulative excess in your allowance at fiscal year-e nd 2009 by over 77%.  Further,
it would appear that th e downtrend in returns manifested it self in the fourth quarter of
fiscal 2009.  If this is the case, it is unclear to us whether you had sufficient experience to
adequately conclude there was a sustained dow nward trend in returns as of December 31,
2009.   Please explain to us how you could ha ve reasonably concluded that sufficient
evidence of a sustained downwar d trend in returns from these initiatives was established
at the date the allowance for sales returns was substantially reduced.
3. Exhibit 1 indicates that the amount charged to your statements of operations (“the
provision”) as a percentage of revenue was 11% in the fourth quart er of 2007, 9.8% in the
fourth quarter of 2008, and 7.1% in the fourth  quarter of 2009.  In fiscal years 2007 and
2008, the quarterly provision as a percentage of revenue was hi ghest in the fourth quarter
consistent with your July 9, 2010 response to prior comment 28.  In fiscal 2009, your
fourth quarter provision as a per centage of revenue was the lowest of any quarter in fiscal
2009.  Further, the provision recorded in th e fourth fiscal quarter of 2009 is a full
percentage point below the provision as a pe rcentage of revenue on a TTM basis of 8.1%
whereas in the fourth fiscal quarter of 2008 and 2007 the provision as a percentage of
revenue significantly exceeded the provision as a percentage of revenues on a TTM basis.
We also note from Exhibit 3 that the vast majo rity of sales returns related to your fourth
fiscal quarter 2009 were pro cessed before you filed your Form 10-K for the year ended
December 31, 2009.  In this regard, it appears 98 % of the returns related to sales made in
fourth fiscal quarter of 2009 were pro cessed through the end of February 2010.
Therefore, it would appear you could have f actored into the fourth quarter 2009 provision
the actual return experience subsequent to ye ar end.  Please explain why the provision for
the fourth quarter of 2009 was uncharacteristically low.
4. You disclose that your actual product return s have not differed materially from your
estimates.  It appears from the informati on you have provided that you were significantly
over reserved at the end of fiscal 2007 a nd 2008 and continue to be over reserved,
although less so, at the end of fiscal 2009.  Please explain to us how you were able to
conclude that the differences between your es timates and actual retu rn experience were
not material to your net income (loss).
5. Please show us how you calculate d the effect on net income (l oss) if booked to actual
reflected in your Exhibit 2a.

Mr. Stephen J. Chesnut Overstock.com, Inc.
 February 11, 2011  Page 3

 6. You disclose on pages 57 and F-16 of your 2009 Form 10-K “We are not currently aware
of any trends that would significantly cha nge future returns experience compared to
historical experience.”  Pleas e explain to us how you concluded that your reduction of the
sales return reserve from 2008 to 2009 was due to no apparent material reason as
suggested by your disclosure or re vise your disclosure accordingly.
7. You disclose in each of your quarterly repor ts for 2010 that the decrease in the sales
returns reserve compared to December 31, 2009 is primarily due to decreased revenues due to seasonality.  We are not clear how or to  what extent your initiatives are having an
impact.  If your initiatives are having an im pact on your allowance in  2010, please revise
your disclosure as previously requested.

As appropriate, please amend your filings and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendments to expedite  our review.  Please furnish a cover letter with
your amendments that keys your responses to  our comments and provides any requested
information.  Detailed cover letters greatly facilitate our review.
 Please submit your cover lett er over EDGAR.  Please unde rstand that we may have
additional comments after reviewing your amendments and responses to our comments.

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 questions regarding these comments on the
financial statements and related matters.  Pl ease contact me at 202- 551-3720 with any other
questions.

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

CORRESP
1
filename1.htm

6350 South 3000 East
   Salt Lake City, Utah 84121

801.947.3100 phone
    801.944.4629 fax

February 3, 2011

Andrew Mew

Accounting Branch Chief

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.
 Form 10-Q for the Quarterly Period Ended September 30, 2010
 Filed October 29, 2010
 File No. 000-49799

Dear Mr. Mew:

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 January 11, 2011, with respect to the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2010 filed with the Commission on October 29, 2010, File No. 000-49799.

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

Mr. Andrew Mew

February 3, 2011

Page 2

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 comments one and two to our letter dated December 13, 2010. Please address the following:

·                  Refer to number 28 and Exhibit 1 of your response letter dated July 9, 2010. Your Exhibit 1 is entitled, “Estimate of Sales Returns compared to Actual Sales Returns Experience.” Please provide to us a roll-forward of this schedule throughout each quarterly period in fiscal 2010. Further, please revise the schedule to add the first quarter of fiscal 2007.

In Exhibit 1, we have presented the requested additional information.

We have not provided amounts for Q4 2010 as we have not filed our 2010 Form 10-K at this time.

·                  Please supplement this schedule with an analysis which shows the following: 1) the calculation of the difference between your sales returns estimate recorded at the end of the current quarter compared to your actual experience in the subsequent quarter; and 2) on a cumulative quarterly basis, any over or under accrual in your quarterly allowance for sales returns beginning in fiscal 2007 throughout the end of fiscal 2010. For example, the cumulative quarterly difference would be calculated every quarter by taking the current quarter’s difference between the estimate recorded and subsequent quarter’s actual returns and adding the prior cumulative quarterly differences between the estimated and actual sales returns. Lastly, explain to us the underlying reasons for any material over or under accruals in your allowance for sales returns observed on a cumulative quarterly basis. If material differences are noted in any quarterly or fiscal year end period, then explain to us how you concluded your allowance for sales returns was reasonable.

In Exhibit 2a and 2b, we have presented the requested information.

We have not provided amounts for Q4 2010 as we have not filed our 2010 Form 10-K at this time.

·                  We note “actual returns processed in subsequent quarters” provided in Exhibit 1 of your December 28, 2010 response reflects returns received in month four or thereafter of the sale. Please confirm that the actual returns processed in subsequent quarters relate to the sales for the quarter indicated

Mr. Andrew Mew

February 3, 2011

Page 3

in your exhibit. Further, please supplement your table to include a table showing the actual returns processed each month including the month of the sale.

In Exhibit 1 to our letter dated December 28, 2010, the row titled “Actual returns processed in subsequent quarters” relate primarily to sales for the quarter indicated in the column heading, but can also include a small amount of returns from earlier quarters as well. As the row titled “Allowance for returns” to which we are comparing the subsequent actual returns, represents the end of quarter balance sheet allowance amount, we believe this method of comparison is appropriate (e.g., we compare the ending balance sheet allowance amount to subsequent actual returns from sales in all prior periods up to that same balance sheet date). As such, the row titled “Difference” represents the cumulative difference between estimated and subsequent actual sales returns at the end of quarter balance sheet dates.

In Exhibit 3, we have presented the requested supplemental information.

At your request the Company acknowledges that:

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

2.     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

3.     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.

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.

Mr. Andrew Mew

February 3, 2011

Page 4

Exhibits:

Exhibit 1 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 2a - Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 2b- Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 3 - Confidential Information to be delivered with Confidential Treatment Rule 83 document.

January 11, 2011
 By Facsimile and U.S. Mail

 Mr. 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. Byrne:
 We have reviewed your supplemental res ponse letter dated December 28, 2010 and have
the following comment.               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 comments one and two to our letter dated December 13, 2010.
Please address the following:
• Refer to number 28 and Exhibit 1 of your  response letter da ted July 9, 2010.
Your Exhibit 1 is entitled, “Estimate of Sales Returns compared to Actual Sales
Returns Experience.”  Please provide to us a roll-forward of  this schedule
throughout each quarterly period in fisc al 2010.  Further, please revise the
schedule to add the first quarter of fiscal 2007.
• Please supplement this schedule with an analysis which shows the following:  1)
the calculation of the difference between your sales returns estimate recorded at
the end of the current qu arter compared to your actual experience in the
subsequent quarter; and 2) on a cumulati ve quarterly basis, any over or under
accrual in your quarterly allowance for sales returns beginning in fiscal 2007
throughout the end of fiscal 2010.  For example, the cumulative quarterly difference would be calculated every quarter by taking the current quarter’s
difference between the estimate recorded a nd subsequent quarter’s actual returns
and adding the prior cumulative quarterly  differences between the estimated and
actual sales returns.  Lastl y, explain to us the underlyi ng reasons for any material
over or under accruals in your allowance for sales returns observed on a

Mr. Stephen J. Chesnut Overstock.com, Inc.
 January 11, 2011  Page 2

cumulative quarterly basis.  If material differences are noted in any quarterly or
fiscal year end period, then  explain to us how you concluded your allowance for
sales returns was reasonable.
• We note “actual returns pro cessed in subsequent quarter s” provided in Exhibit 1
of your December 28, 2010 response reflects returns received in month four or
thereafter of the sale.  Please confirm that the actual returns processed in
subsequent quarters relate to  the sales for the quarter i ndicated in your exhibit.
Further, please supplement your table to in clude a table showing the actual returns
processed each month including the month of the sale.

As appropriate, please amend your filing and respond to this comment within 10 business
days or tell us when you will provide us with a response.  You may wish to provide us with
marked copies of the amendments to expedite our review.  Please furnish a cover letter with your
amendments that keys your responses to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.
 Please submit your cover lett er over EDGAR.  Please unde rstand that we may have
additional comments after reviewing your am endments and responses to our comment.
  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,

   Andrew Mew    Accounting Branch Chief

CORRESP
1
filename1.htm

6350 South 3000 East

801.947.3100 phone

Salt Lake City, Utah 84121

801.944.4629 fax

December 28, 2010

Andrew Mew

Accounting Branch Chief

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.
 Form 10-Q for the Quarterly Period Ended September 30, 2010
 Filed October 29, 2010
 File No. 000-49799

Dear Mr. Mew:

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 December 13, 2010, with respect to the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2010 filed with the Commission on October 29, 2010, File No. 000-49799.

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

Form 10-Q for the quarterly period ended September 30, 2010

2. Accounting Policies, page 7

Sales returns allowance, page 12

1.                                      In your letter to us dated July 9, 2010 you indicated that you had initiated several plans to mitigate sales returns. Refer to your response to our comment 28. As previously noted, your allowance for sales returns, as a percentage of revenues, has been decreasing consistently for the past six quarters. While the decrease in sales returns reserve at September 30, 2010 compared to December 31, 2009 may primarily be due to decreased revenues due to seasonality, the allowance is approximately 2.7% of revenues for the quarter ended September 30, 2010 as compared to 5.4% for the quarter ended September 30, 2009. Please tell if these programs have had a lasting effect on actual sales returns and explain to us the reasons for the decrease in your allowance at September 30, 2010 compared to September 30, 2009. Further, please ensure you update your future disclosure for the effects of these plans as previously requested in our prior comment letter dated June 11, 2010.

The returns reduction initiatives described in our letter dated July 9, 2010, have led to reductions of returns and although we believe that such trends will continue into the future there can be no assurance that returns will not go back to historical levels. As we noted in our prior letter, some of these initiatives were started at the beginning of 2009, and others were implemented throughout 2009. As a result, our 2009 financial results only partially benefited from most of these initiatives, whereas 2010 has now had nearly a full year to benefit. For example, the New Returns Terms with Suppliers project described in our July 9, 2010 letter that provides our suppliers with financial incentives to reduce returns rates was just introduced in September 2009, and therefore had little or no effect on our sales returns allowance as of September 30, 2009, but has had a full year of effect by September 30, 2010 resulting in the decreases in the allowance as a percentage of revenue noted by the Staff.

As a result of these changes we have seen our average actual returns as a percent of revenue decrease by approximately nine-tenths of one percent comparing the first three quarters of 2010 to same year ago period. Additionally, we have seen our average actual trailing twelve month percentage decrease by approximately eight-tenths of a percent from 2009 to 2010.

We have also continued to look for and implement additional ways to reduce returns. For example, in 2010 we formed a department within our supply chain organization dedicated to providing comprehensive oversight over our returns processes.

In future filings, we will update our disclosures for the effects of these plans on our returns allowances as appropriate for the relevant time periods.

2.                                      We note the allowance for returns was $6.7 million and $11.9 million at September 30, 2010 and December 31, 2009, respectively. Please address the following:

2

·                  Please explain to us how you use actual return experience when you determine your allowance for sales returns. In this regard, tell us if you consider actual returns subsequent to the interim or annual period in estimating your sales return allowance for that respective period.

We continuously integrate our actual sales return experience in our sales return allowance calculations. We apply actual returns directly to the statement of operations, then monthly adjust our sales return allowance to our calculated ending balance. To calculate the ending sales return allowance we determine the amount of expected returns from current month sales, and expected returns remaining from prior month sales, based upon the actual trailing twelve month (“TTM”) return rate experienced, and the expected time lag over which the returns will occur. For example, if our TTM return rate was 8% and sales for the month were $90 million, we would estimate returns from this month of $7.2 million. We apply the calculation systematically to each month. We use the actual TTM return rate, not a subjective estimate, to best reflect sustained trends in returns (versus temporary, short-term fluctuations).

For annual reporting periods, we review the trend in actual returns in our subsequent monthly sales return allowance calculations to ensure that we have not experienced a significant change in returns trends. For interim reporting periods, the subsequent period for returns is typically too short to provide significant information on returns trends.

·                  Tell us the amount of actual sales returns processed in the quarter ended March 31, 2010 which specifically related to the fourth fiscal quarter 2009. Similarly, please carry-forward this analysis throughout each fiscal quarterly period in 2010.

In Exhibit 1 we have presented the requested information.

·                  Tell us on a cumulative quarterly basis the difference between your estimated and actual sales return experience versus “as incurred” by fiscal quarter beginning with the fourth fiscal quarter ended December 31, 2009. If the cumulative difference between your actual sales return experience and estimated returns is significant at any quarterly point in time, then please explain to us how you reasonably concluded your estimate was adequate.

In Exhibit 1 we have presented the requested information.

The amount shown as “Difference” represents the cumulative difference between our estimated allowance and actual returns from the related period. We do not believe the amounts shown are significant, particularly considering the inherent complexity of estimating returns and the size of our business. Please also note that the difference is in gross sales, and does not reflect the effect on net income. Simultaneously, we also correspondingly adjust for the related cost of sales, with offsets to inventory in transit and accounts payable, related to any changes in the gross sales returns allowance. As shown in Exhibit 1 the impact on net income is clearly insignificant for any of the quarterly periods.

3

6. commitments and Contingencies, page 17

Legal Contingencies, page 17

3.                                      It has come to our attention through recent reports by several news outlets that the People of the State of California (“Plaintiff”) filed a lawsuit against you on November 17, 2010 seeking $15 million in fines and penalties. Tell us if you held settlement talks with the Plaintiff at any point in time prior to the filing of this lawsuit on November 17, 2010. If so, then explain in detail the nature and timing of the settlement talks and the proposed settlement amount(s); including any counter-offer(s) made by you. Further, please clarify for us if you previously made any counter-offer(s) with respect to the prior settlement offers of $8.5 million and $7.5 million made in early 2010 by the California county district attorneys. If so, then tell us the timing and amount(s) of the counter-offer(s) made. Finally, explain to us how you concluded your aggregate accrual for legal contingencies of $1.2 million was adequate at September 30, 2010. Please be detailed in your response.

In Exhibit 2 we have presented the requested information.

At your request the Company acknowledges that:

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

2.               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

3.               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.

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.

4

Exhibits:

Exhibit 1 — Confidential Information to be delivered with Confidential Treatment Rule 83 document.

Exhibit 2 - Confidential Information to be delivered with Confidential Treatment Rule 83 document.

5

December 13, 2010

By Facsimile and U.S. Mail

Mr. Patrick M. Byrne        Chief Executive Officer 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. Byrne:
 We have limited our review of your Form 10-Q to the 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 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 comments apply 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 these comments, we ma y 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. In your letter to us dated July 9, 2010 you indi cated that you had initia ted several plans to
mitigate sales returns.  Refer to your respons e to our comment 28.  As previously noted,
your allowance for sales returns, as a per centage of revenues, has been decreasing
consistently for the past six quarters.  While the decrease in sales returns reserve at September 30, 2010 compared to December 31, 2009 may primarily be due to decreased
revenues due to seasonality, the allowance is approximate ly 2.7% of revenues for the
quarter ended September 30, 2010 as compared to 5.4% for the quarter ended September 30, 2009.  Please tell if these programs have had a lasting effect on ac tual sales returns
and explain to us the reasons for the decr ease in your allowance at September 30, 2010
compared to September 30, 2009.  Further, please ensure you update your future

Mr. Patrick M. Byrne
Overstock.com, Inc.
 December 13, 2010  Page 2

disclosure for the effects of these plans as  previously requested in our prior comment
letter dated June 11, 2010.
2. We note the allowance for returns was $6.7 million and $11.9 million at September 30,
2010 and December 31, 2009, respectively.  Please address the following:
• Please explain to us how you use actual re turn experience when you determine your
allowance for sales returns.  In this regard, tell us if you consider actual returns
subsequent to the interim or  annual period in estimating your sales return allowance
for that respective period.
• Tell us the amount of actual sales returns processed in the quarter ended March 31,
2010 which specifically related to  the fourth fiscal quarter  of 2009.  Similarly, please
carry-forward this analysis throughout each fiscal quarterly period in 2010.
• Tell us on a cumulative quarterly basis
 the difference between your estimated and
actual sales return experience versus “as in curred” by fiscal quarter beginning with
the fourth fiscal quarter ended December  31, 2009 and ending with your fiscal quarter
ended September 30, 2010.  If the cumulative difference  between your actual sales
return experience and estimated returns is significant at any quarterly point in time,
then please explain to us how you reasonabl y concluded your estimate was adequate.

6. Commitments and Con tingencies, page 17
Legal Contingencies, page 17
3. It has come to our attention through recent repor ts by several news outle ts that the People
of the State of California (“Plaintiff”) filed a lawsu it against you on November 17, 2010
seeking $15 million in fines and penalties.  Tell us if you held settlement talks with the Plaintiff at any point in time prior to the filing of th is lawsuit on November 17, 2010.  If
so, then explain in detail the nature and timing of the settlement talks and the proposed
settlement amount(s); including any counter-offer(s) made by you.  Further, please clarify
for us if you previously made any counter-offe r(s) with respect to the prior settlement
offers of $8.5 million and $7.5 million made in early 2010 by the California county district attorneys.  If so, then tell us the timing and amount(s) of the counter-offer(s)
made.  Finally, explain to us how you c oncluded your aggregate accrual for legal
contingencies of $1.2 million was adequate at  September 30, 2010.  Please be detailed in
your response.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:

Mr. Patrick M. Byrne
Overstock.com, Inc.
 December 13, 2010  Page 3

• the company is responsible for the adequacy and accuracy of the disclo sure 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 Commission or any person under the federa l securities laws of  the United States.

You may contact Robert Ba bula, Staff Accountant, at  (202) 551-3339 or Donna Di
Silvio, Staff Accountant, at (202) 551-3202, if you have questions regarding these comments on
the financial statements and related matters.  Please contact me at (202) 551-3720 with any other questions.

Sincerely,

   Andrew Mew
   Accounting Branch Chief

August 23, 2010

 Jonathan E. Johnson III President Overstock.com, Inc.  6350 South 3000 East  Salt Lake City, Utah 84121

Re: Overstock.com, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009  Filed March 31, 2010  Definitive Proxy Statement on Schedule 14A Filed April 9, 2010  Form 10-Q for the Fiscal Quarter Ended March 31, 2010 and June 30, 2010
  Filed May 4, 2010 and August 5, 2010
File No. 000-49799
 Dear Mr. Johnson:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

  H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

Overstock.com, Inc.

6350 South 3000 East

Salt Lake City, Utah 84121

August 25, 2010

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:

  H.
  Christopher Owings

  Assistant
  Director

  Re:

  Overstock.com, Inc.

  Registration
  Statement on Form S-1 (Registration No. 333-166871)

Ladies
and Gentlemen:

The
undersigned, Overstock.com, Inc. (the “Registrant”), pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended, hereby
requests that the effective date of the above referenced Registration Statement
on Form S-1 be accelerated to 4:30 p.m. Eastern Time on
August 27, 2010, or as soon thereafter as practicable.

The
Registrant hereby acknowledges, at the time of this request, that:

·                  should the Securities and
Exchange Commission (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 Registrant from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

·                  the Registrant 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.

  Very
  truly yours,

     OVERSTOCK.COM, INC

     By:

  /s/
  Stephen J. Chesnut

  Stephen
  J. Chesnut

  Senior
  Vice President, Finance and Risk Management

2

CORRESP
1
filename1.htm

  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.

2

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.

3

August 12, 2010

 Jonathan E. Johnson III President Overstock.com, Inc.  6350 South 3000 East  Salt Lake City, Utah 84121

Re: Overstock.com, Inc.    Registration Statement on Form S-1   Filed June 17, 2010  File Number 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. Johnson:
We have reviewed the response in your A ugust 4, 2010 to our letter dated August 4, 2010
and we have the following comments.  Please respond to this letter by amending your registration statement and providi ng the requested information.

Please respond to the comments directed to your Exchange Act reports within ten business
days by amending your filings, by providing 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 amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.
 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.

Jonathan E. Johnson, III
Overstock, Inc.  August 12, 2010   Page 2

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

 6. Commitments and Con tingencies, page 16

 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 th e status and related
amount through the current period, or advise.
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.
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.

You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or in his absence
Donna Di Silvio, Senior  Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the financial statements and related ma tters.  Please contact Robert W. Errett, Staff
Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at
(202) 551-3720 with any other questions.

       S i n c e r e l y ,                 H. Christopher Owings        A s s i s t a n t  D i r e c t o r

cc: Thomas W. Adkins  Bracewell & Giuliani LLP
via facsimile

August 4, 2010

 Jonathan E. Johnson III President Overstock.com, Inc.  6350 South 3000 East  Salt Lake City, Utah 84121

Re: Overstock.com, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009  Filed March 31, 2010  Definitive Proxy Statement on Schedule 14A Filed April 9, 2010  Form 10-Q for the Fiscal Quarter Ended March 31, 2010
  Filed May 4, 2010
File No. 000-49799
 Dear Mr. Johnson:
We have reviewed the responses in your  August 4, 2010 to our letter dated August 3,
2010 and we have the following comment.  Please respond to the comment within ten business days by amending your filings, by providing the reque sted information, or by advising us when
you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances or do not believe an amendm ent is appropriate, please tell us why in your
response.
After reviewing any amendments to your f ilings and the information you provide in
response to this comment, we may have additional comments.  Form 10-K for the Fiscal Year Ended

 Note 16. Commitments and Contingencies, page F-35

 1. We note your response to comment one from our  letter dated August 3, 2010.  Please revise
your proposed Commitments and Contingencies di sclosure to also in clude the aggregate
amount accrued for all contingencies.  Show us  what your disclosure will look like revised.

Jonathan E. Johnson, III
Overstock, Inc.  August 4, 2010   Page 2

You may contact Robert Babul a, Staff Accountant, at ( 202) 551-339 or in his absence
Donna Di Silvio, Senior  Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the financial statements and related ma tters.  Please contact Robert W. Errett, Staff
Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at
(202) 551-3720 with any other questions.

       S i n c e r e l y ,                 H. Christopher Owings        A s s i s t a n t  D i r e c t o r

cc: Thomas W. Adkins  Bracewell & Giuliani LLP
via facsimile

CORRESP
1
filename1.htm

  6350 South 3000 East

  801.947.3100 phone

  Salt Lake City, Utah 84121

  801.944.4629 fax

August 4,
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 May 14, 2010

File No. 333-166871

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

Filed March 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 9, 2010

Form 10-Q for the Fiscal Quarter Ended March 31, 2010

Filed May 4, 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 3,
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.

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

Note
16. Commitments and Contingencies, page F-35

5.                                      We
note your response to comment five from our letter dated July 22, 2010.
Please show us what your disclosure will look like revised as previously
requested. Your response should address the full content of your disclosure of
legal proceedings within your Commitments and Contingencies note to the
financial statements as opposed to an example of a single matter. In this
regard, your current disclosure does not allow a reader to discern what amounts
have been accrued on a case by case basis. Further, by not disclosing the
amounts accrued for each contingency it is not possible for a user of your
financial statements to assess future potential charges when you assert you are
unable to estimate the potential loss or range of loss. You state in your
response that your original disclosures include “[o]ur maximum potential
exposure on the above noted legal matters.” Since you have accrued liabilities
and you have disclosed your maximum potential exposure, it is not evident why
you assert you are not able to disclose the additional exposure to loss such as
the difference between the amount you accrued and the amount you state is your
maximum potential exposure. Please refer to FASB ASC paragraph 450-20-55-21;
and revise your disclosures accordingly.

We
propose to include the following disclosure regarding legal proceedings in the
Commitment and Contingencies note to the financial statements in our Form 10-Q
for the quarter ended June 30, 2010 and similar disclosures in future
filings.

Legal Proceedings

From
time to time, the Company receives claims of and becomes subject to consumer
protection, employment, intellectual property and other commercial litigation
related to the conduct and operation of the Company’s business and the sale of
products on the Company’s Website. In connection with such litigation, the
Company may be subject to significant damages. We may also be subject to
equitable remedies and penalties. Such litigation could be costly and time
consuming and could divert or distract Company management and key personnel
from its business operations. The Company does not currently believe that any
of its outstanding litigation will have a material adverse effect on its
financial statements or business. However, due to the uncertainty of litigation
and depending on the amount and the timing, an unfavorable resolution of some
or all of these matters could materially affect the Company’s business, results
of operations, financial position, or cash flows.

2

On
February 2, 2007, along with five shareholder plaintiffs, the Company
filed a lawsuit in the Superior Court of California, County of San Francisco
against Morgan Stanley & Co. Incorporated, Goldman
Sachs & Co., Bear Stearns Companies, Inc., Bank of America
Securities LLC, Bank of New York, Citigroup Inc., Credit Suisse
(USA) Inc., Deutsche Bank Securities, Inc., Merrill Lynch, Pierce,
Fenner & Smith, Inc., and UBS Financial Services, Inc. In
September 2007, the Company filed an amended complaint adding two
plaintiff shareholders, naming Lehman Brothers Holdings Inc. as a
defendant, eliminating the previous claim of intentional interference with
prospective economic advantage and clarifying various points of other claims in
the original complaint. The suit alleged that the defendants, who control over
80% of the prime brokerage market, participated in an illegal stock market
manipulation scheme and that the defendants had no intention of covering short
sell orders with borrowed stock, as they are required to do, causing what are
referred to as “fails to deliver” and that the defendants’ actions caused and
continue to cause dramatic distortions within the nature and amount of trading
in the Company’s stock as well as dramatic declines in the share price of the
Company’s stock. The suit asserts that a persistent large number of “fails to
deliver” creates significant downward pressure on the price of a company’s
stock and that the amount of “fails to deliver” has exceeded the Company’s
entire supply of outstanding shares. The suit accused the defendants of
violations of California securities laws and common law, specifically,
conversion, trespass to chattels, intentional interference with prospective
economic advantage, and violations of California’s Unfair Business Practices
Act. In April 2007, defendants filed a demurrer and motion to strike the
Company’s complaint. The Company opposed the demurrer and motion to strike. In
July 2007 the court substantially denied defendants’ demurrer and motion
to strike. In November 2007, the defendants filed additional motions to
strike. In February 2008, the court denied defendants’ motion to strike
the Company’s claims under California’s Securities Anti-Fraud statute and
defendants’ motion to strike the Company’s common law punitive damages claims,
but granted in part the defendants’ motion to strike Overstock’s claims under
California’s Unfair Business Practices Act, while allowing the Company’s claims
for injunctive relief under California’s Unfair Business Practices Act. Lehman
Brothers Holdings filed for bankruptcy on September 15, 2008 and Barclays
Bank has purchased its investment banking and trading business. The Company
elected not to pursue its claims against Lehman Brothers Holdings in the bankruptcy
proceedings. Dislocations in the financial markets and economy could result in
additional bankruptcies or consolidations that may impact the litigation or the
ability to collect a judgment. On January 12, 2009, Goldman Sachs
Group, Inc., Goldman Sachs &Co., Goldman Sachs
Execution & Clearing L.P., Citigroup, Inc, Citigroup Global
markets, Inc., Credit Suisse (USA) Inc., and Credit Suisse Securities
(USA) LLC filed a motion to strike

3

portions
of the Second Amended Complaint regarding certain allegations of conspiracy
among defendants and the request for punitive damages. Also, on
January 12, 2009, Goldman Sachs Group, Inc., Goldman
Sachs &Co., Goldman Sachs Execution & Clearing L.P.,
Citigroup, Inc, Citigroup Global markets, Inc., Credit Suisse
(USA) Inc., and Credit Suisse Securities (USA) LLC filed a demurrer
to the first and second causes of action for conversion and trespass to
chattels and a motion to strike various other allegations of the Second Amended
Complaint. On March 19, 2009, the Court sustained the demurrer to first
and second causes of action but granted leave to amend the complaint. The
motion to strike was denied. On April 20, 2009, the Company amended its
complaint against all the defendants, re-pleading conversion and trespass to
chattels causes of action. Defendants again filed demurrer to the amended
complaint and, on July 23, 2009, the court sustained the demurrer.
Discovery in this case continues. A trial date has been set for
September 12, 2011. The Company intends to continue to vigorously
prosecute this action.

On
April 15, 2008, the Company received a letter from the Office of the
District Attorney of Marin County, California, stating that the District
Attorneys of Marin and four other counties in Northern California have begun an
investigation into the way the Company advertises products for sale, together
with an administrative subpoena seeking related information and documents. The
subpoena requests a range of documents, including documents relating to pricing
methodologies, definitions of core and partner product, as well as other
site-defined terms, and the methods of internal and external pricing of
products, as well as documents related to the pricing of a list of product
items identified in the subpoena. The Company has responded to the subpoena and
has engaged in resolution discussions with these authorities. In
January 2010, attorneys for the Company received correspondence from the
Office of the District Attorney of County of Santa Clara in which the same
offices of the various district attorneys made a collective proposal to resolve
the dispute by the Company’s payment of $8.5 million. In March 2010, the
Company received correspondence from the Office of the District Attorney of the
County of Monterey in which the respective offices of the various district
attorneys have made a collective proposal to resolve the dispute by the Company’s
payment of $7.5 million in penalties and reimbursement. The Company disagrees
with the proposal and continues to discuss this matter with the authorities
involved. The nature of the loss contingencies relating to claims that have
been asserted against the Company are described above. The Company has
accrued a liability for this loss contingency. However, no estimate of a
possible loss or range of loss can be made. It is reasonably possible that the
potential loss may exceed our accrued liability. The Company believes that
it follows industry advertising practices and intends to continue to cooperate
with the investigation.

4

On
May 30, 2008 the Company filed a complaint in New York state court against
the New York State Department of Taxation and Finance, its Commissioner, the
State of New York and its governor, alleging that a recently enacted New York
state tax law is unconstitutional. The effect of the New York law is to require
Internet sellers to collect and remit New York sales taxes on their New York
sales even if the seller has no New York tax “nexus” other than with New York
based independent contractors who are Internet advertising affiliates. The
complaint asks for the court to declare the law unconstitutional and enjoin its
application to the Company. New York filed a motion to dismiss. The Company
responded to the motion and filed a motion for summary judgment, and both
motions were heard simultaneously. On January 12, 2009, the court granted
New York’s motion to dismiss and denied the Company’s motion for summary
judgment. On February 12, 2009, the Company filed notice of appeal, and
argued the appeal on October 29, 2009. The appeal is still pending before
the New York Supreme Court, Appellate Division.

On
August 12, 2008, the Company along with seven other defendants, was sued
in the United States District Court for the Northern District of California, by
Sean Lane, and seventeen other individuals, on their own behalf and for others
similarly in a class action suit, alleging violations of the Electronic
Communications Privacy Act, Computer Fraud and Abuse Act, Video Privacy
Protection Act, and California’s Consumer Legal Remedies Act and Computer Crime
Law. The complaint relates to the Company’s use of a product known as Facebook
Beacon, created and provided to the Company by Facebook, Inc. Facebook
Beacon provided the means for Facebook users to share purchasing data among
their Facebook friends. The parties extended by agreement the time for
defendants’ answer, including the Company’s answer, and thereafter, the
Plaintiff and Facebook proposed a stipulated settlement to the court for
approval, which would resolve the case without requirement of financial
contribution from the Company. On March 17, 2010, over objections lodged
by some parties, the court accepted the proposed settlement. Various parties
objecting to the settlement have appealed and their appeal is now pending. The
nature of the loss contingencies relating to claims that have been asserted
against the Company are described above. However no estimate of the loss or range
of loss can be made.

On
November 14, 2008, the Company filed suit in Ohio state court against the
Ohio Tax Commissioner, the Ohio Attorney General and the Governor of Ohio,
alleging the Ohio Commercial Activity Tax is unconstitutional. Enacted in 2005,
Ohio’s Commercial Activity Tax is based on activities in Ohio that contribute
to production or gross income for a company whether or not the company has a
physical presence in or nexus within the state. The Company’s complaint asked

5

for a
judgment declaring the tax unconstitutional and for an injunction preventing
any enforcement of the tax. The defendants moved to dismiss the case. On
July 28, 2009, the trial court ruled that there was no justiciable
controversy in the case, as the Company had not yet been assessed a tax, and it
granted the defendants’ motions to dismiss. In September 2009, the Company
received a letter of determination from the Ohio Department of Taxation noting
the Department’s determination that the Company is required to register for
remitting of the Commercial Activity Tax, and owes $612,784 in taxes, interest,
and penalties as of June 30, 2009. The nature of the loss contingencies
relating to claims that have been asserted against the Company are described
above. The Company has accrued a liability for this loss contingency.
However, no estimate of a possible loss or range of loss can be made. It is
reasonably possible that the potential loss may exceed our accrued liability. The
Company believes the determinations to be unlawful, erroneous and is vigorously
contesting the determination.

On
March 10, 2009, the Company was sued in a class action filed in the United
States District Court, Eastern District of New York. Cynthia Hines, the
nominative plaintiff on behalf of herself and others similarly situated, seeks
damages under claims for breach of contract, common law fraud and New York
consumer fraud laws. The Plaintiff alleges the Company failed to properly
disclose its returns policy to her and that it improperly imposed a “restocking”
charge on her return of a vacuum cleaner. The Company filed a motion to dismiss
based upon assertions that the Company’s agreement with its customers requires
all such actions to be arbitrated in Salt Lake City, Utah. Alternatively, the
Company asked that the case be transferred to the United States District Court
for the District of Utah, so that arbitration may be compelled in that
district. On September 8, 2009 the motion to dismiss or transfer was
denied, the court stating that the Company’s browsewrap agreement was
insufficient under New York law to establish an agreement with the customer to
arbitrate disputes in Utah. On October 8, 2009, the Company filed a Notice
of Appeal of the court’s ruling. The appeal was denied. The nature of the loss
contingencies relating to claims that have been asserted against the Company
are described above. However no estimate of the loss or range of loss can be
made. The suit is in its early stages, and the Company intends to vigorously
defend this action.

On
September 23, 2009 the Company along with 27 other defendants was sued by
SpeedTrack, Inc. in the United States District Court in the Northern
District of California. The Company is al

CORRESP
1
filename1.htm

  6350 South 3000 East

  801.947.3100 phone

  Salt Lake City, Utah 84121

  801.944.4629 fax

August 4,
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 May 14, 2010

File No. 333-166871

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

Filed March 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 9, 2010

Form 10-Q for the Fiscal Quarter Ended March 31, 2010

Filed May 4, 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 4,
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.

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

Note
16.Commitments and Contingencies, page F-35

5.                                      We
note your response to comment five from our letter dated August 3, 2010.
Please revise your proposed Commitments and Contingencies disclosure to also
include the aggregate amount accrued for all contingencies. Show us what your
disclosure will look like revised.

In
response to the Staff’s comment we have modified our proposed June 30,
2010 Form 10-Q disclosure that we submitted in our letter dated August 3,
2010 as follows (with the changes underlined):

Legal Proceedings

From
time to time, the Company receives claims of and becomes subject to consumer
protection, employment, intellectual property and other commercial litigation
related to the conduct and operation of the Company’s business and the sale of
products on the Company’s Website. In connection with such litigation, the
Company may be subject to significant damages. We may also be subject to
equitable remedies and penalties. Such litigation could be costly and time
consuming and could divert or distract Company management and key personnel
from its business operations. The Company does not currently believe that any
of its outstanding litigation will have a material adverse effect on its
financial statements or business. However, due to the uncertainty of litigation
and depending on the amount and the timing, an unfavorable resolution of some
or all of these matters could materially affect the Company’s business, results
of operations, financial position, or cash flows.

On
February 2, 2007, along with five shareholder plaintiffs, the Company
filed a lawsuit in the Superior Court of California, County of San Francisco
against Morgan Stanley & Co. Incorporated, Goldman
Sachs & Co., Bear Stearns Companies, Inc., Bank of America
Securities LLC, Bank of New York, Citigroup Inc., Credit Suisse
(USA) Inc., Deutsche Bank Securities, Inc., Merrill Lynch, Pierce,
Fenner & Smith, Inc., and UBS Financial Services, Inc. In
September 2007, the Company filed an amended complaint adding two
plaintiff shareholders, naming Lehman Brothers Holdings Inc. as a
defendant, eliminating the previous claim of intentional interference with
prospective economic advantage and clarifying various points of other claims in
the original complaint. The suit alleged that the defendants, who control over
80% of the prime brokerage market, participated in an illegal stock market
manipulation scheme and that the defendants had no intention of covering short
sell orders with borrowed stock, as they are required to do, causing what are
referred to as “fails to deliver” and that the defendants’ actions caused and
continue to cause dramatic distortions within the nature and amount of trading
in the Company’s

2

stock
as well as dramatic declines in the share price of the Company’s stock. The
suit asserts that a persistent large number of “fails to deliver” creates
significant downward pressure on the price of a company’s stock and that the
amount of “fails to deliver” has exceeded the Company’s entire supply of
outstanding shares. The suit accused the defendants of violations of California
securities laws and common law, specifically, conversion, trespass to chattels,
intentional interference with prospective economic advantage, and violations of
California’s Unfair Business Practices Act. In April 2007, defendants
filed a demurrer and motion to strike the Company’s complaint. The Company
opposed the demurrer and motion to strike. In July 2007 the court
substantially denied defendants’ demurrer and motion to strike. In November 2007,
the defendants filed additional motions to strike. In February 2008, the
court denied defendants’ motion to strike the Company’s claims under California’s
Securities Anti-Fraud statute and defendants’ motion to strike the Company’s
common law punitive damages claims, but granted in part the defendants’ motion
to strike Overstock’s claims under California’s Unfair Business Practices Act,
while allowing the Company’s claims for injunctive relief under California’s
Unfair Business Practices Act. Lehman Brothers Holdings filed for bankruptcy on
September 15, 2008 and Barclays Bank has purchased its investment banking
and trading business. The Company elected not to pursue its claims against
Lehman Brothers Holdings in the bankruptcy proceedings. Dislocations in the
financial markets and economy could result in additional bankruptcies or
consolidations that may impact the litigation or the ability to collect a
judgment. On January 12, 2009, Goldman Sachs Group, Inc., Goldman
Sachs &Co., Goldman Sachs Execution & Clearing L.P.,
Citigroup, Inc, Citigroup Global markets, Inc., Credit Suisse
(USA) Inc., and Credit Suisse Securities (USA) LLC filed a motion to
strike portions of the Second Amended Complaint regarding certain allegations
of conspiracy among defendants and the request for punitive damages. Also, on
January 12, 2009, Goldman Sachs Group, Inc., Goldman
Sachs &Co., Goldman Sachs Execution & Clearing L.P.,
Citigroup, Inc, Citigroup Global markets, Inc., Credit Suisse
(USA) Inc., and Credit Suisse Securities (USA) LLC filed a demurrer
to the first and second causes of action for conversion and trespass to
chattels and a motion to strike various other allegations of the Second Amended
Complaint. On March 19, 2009, the Court sustained the demurrer to first
and second causes of action but granted leave to amend the complaint. The
motion to strike was denied. On April 20, 2009, the Company amended its
complaint against all the defendants, re-pleading conversion and trespass to
chattels causes of action. Defendants again filed demurrer to the amended
complaint and, on July 23, 2009, the court sustained the demurrer.
Discovery in this case continues. A trial date has been set for
September 12, 2011. The Company intends to continue to vigorously prosecute
this action.

On
April 15, 2008, the Company received a letter from the Office of the
District Attorney of Marin County, California, stating that the District
Attorneys of Marin and four other counties in Northern California have begun an
investigation into

3

the way
the Company advertises products for sale, together with an administrative
subpoena seeking related information and documents. The subpoena requests a
range of documents, including documents relating to pricing methodologies,
definitions of core and partner product, as well as other site-defined terms,
and the methods of internal and external pricing of products, as well as
documents related to the pricing of a list of product items identified in the subpoena.
The Company has responded to the subpoena and has engaged in resolution
discussions with these authorities. In January 2010, attorneys for the
Company received correspondence from the Office of the District Attorney of
County of Santa Clara in which the same offices of the various district
attorneys made a collective proposal to resolve the dispute by the Company’s
payment of $8.5 million. In March 2010, the Company received
correspondence from the Office of the District Attorney of the County of Monterey
in which the respective offices of the various district attorneys have made a
collective proposal to resolve the dispute by the Company’s payment of $7.5
million in penalties and reimbursement. The Company disagrees with the proposal
and continues to discuss this matter with the authorities involved. The nature
of the loss contingencies relating to claims that have been asserted against
the Company are described above. The Company has accrued a liability for
this loss contingency. However, no estimate of a possible loss or range of loss
can be made. It is reasonably possible that the potential loss may exceed our
accrued liability. The Company believes that it follows industry
advertising practices and intends to continue to cooperate with the investigation.

On
May 30, 2008 the Company filed a complaint in New York state court against
the New York State Department of Taxation and Finance, its Commissioner, the
State of New York and its governor, alleging that a recently enacted New York
state tax law is unconstitutional. The effect of the New York law is to require
Internet sellers to collect and remit New York sales taxes on their New York
sales even if the seller has no New York tax “nexus” other than with New York
based independent contractors who are Internet advertising affiliates. The
complaint asks for the court to declare the law unconstitutional and enjoin its
application to the Company. New York filed a motion to dismiss. The Company
responded to the motion and filed a motion for summary judgment, and both
motions were heard simultaneously. On January 12, 2009, the court granted
New York’s motion to dismiss and denied the Company’s motion for summary
judgment. On February 12, 2009, the Company filed notice of appeal, and
argued the appeal on October 29, 2009. The appeal is still pending before
the New York Supreme Court, Appellate Division.

On
August 12, 2008, the Company along with seven other defendants, was sued
in the United States District Court for the Northern District of California, by
Sean Lane, and seventeen other individuals, on their own behalf and for others
similarly in a class action suit, alleging violations of the Electronic
Communications Privacy Act, Computer Fraud and Abuse Act, Video Privacy

4

Protection
Act, and California’s Consumer Legal Remedies Act and Computer Crime Law. The
complaint relates to the Company’s use of a product known as Facebook Beacon,
created and provided to the Company by Facebook, Inc. Facebook Beacon
provided the means for Facebook users to share purchasing data among their
Facebook friends. The parties extended by agreement the time for defendants’
answer, including the Company’s answer, and thereafter, the Plaintiff and
Facebook proposed a stipulated settlement to the court for approval, which
would resolve the case without requirement of financial contribution from the
Company. On March 17, 2010, over objections lodged by some parties, the
court accepted the proposed settlement. Various parties objecting to the
settlement have appealed and their appeal is now pending. The nature of the
loss contingencies relating to claims that have been asserted against the
Company are described above. However no estimate of the loss or range of loss
can be made.

On
November 14, 2008, the Company filed suit in Ohio state court against the
Ohio Tax Commissioner, the Ohio Attorney General and the Governor of Ohio,
alleging the Ohio Commercial Activity Tax is unconstitutional. Enacted in 2005,
Ohio’s Commercial Activity Tax is based on activities in Ohio that contribute
to production or gross income for a company whether or not the company has a
physical presence in or nexus within the state. The Company’s complaint asked
for a judgment declaring the tax unconstitutional and for an injunction
preventing any enforcement of the tax. The defendants moved to dismiss the
case. On July 28, 2009, the trial court ruled that there was no
justiciable controversy in the case, as the Company had not yet been assessed a
tax, and it granted the defendants’ motions to dismiss. In September 2009,
the Company received a letter of determination from the Ohio Department of
Taxation noting the Department’s determination that the Company is required to
register for remitting of the Commercial Activity Tax, and owes $612,784 in
taxes, interest, and penalties as of June 30, 2009. The nature of the loss
contingencies relating to claims that have been asserted against the Company
are described above. The Company has accrued a liability for this loss
contingency. However, no estimate of a possible loss or range of loss can be
made. It is reasonably possible that the potential loss may exceed our accrued
liability. The Company believes the determinations to be unlawful,
erroneous and is vigorously contesting the determination.

On
March 10, 2009, the Company was sued in a class action filed in the United
States District Court, Eastern District of New York. Cynthia Hines, the
nominative plaintiff on behalf of herself and others similarly situated, seeks
damages under claims for breach of contract, common law fraud and New York
consumer fraud laws. The Plaintiff alleges the Company failed to properly
disclose its returns policy to her and that it improperly imposed a “restocking”
charge on her return of a vacuum cleaner. The Company filed a motion to dismiss
based upon assertions that the Company’s agreement with its customers requires
all such actions to be arbitrated in Salt Lake City, Utah. Alternatively, the
Company asked that the case be transferred to the United States District Court

5

for the
District of Utah, so that arbitration may be compelled in that district. On
September 8, 2009 the motion to dismiss or transfer was denied, the court
stating that the Company’s browsewrap agreement was insufficient under New York
law to establish an agreement with the customer to arbitrate disputes in Utah.
On October 8, 2009, the Company filed a Notice of Appeal of the court’s
ruling. The appeal was denied. The nature of the loss contingencies relating to
claims that have been asserted against the Company are described above. However
no estimate of the loss or range of loss can be made. The suit is in its early
stages, and the Company intends to vigorously defend this action.

On
September 23, 2009 the Company along with 27 other defendants was sued by
SpeedTrack, Inc. in the United States District Court in the Northern
District of California. The Company is alleged to have infringed a patent
covering search and categorization software. The Company believes that certain
third party vendors of products and services sold to the Company are
contractually obligated to indemnify the Company in this action. On
November 11, 2009, the parties stipulated to stay all proceedings in the
case until resolution of a the United States Patent and Trademark Office had
concluded and resolved a reexamination of the patent in question, and also
until a previously filed infringement action against Wal-Mart Stores, Inc.
and other retailers resulted either in judgment or dismissal. Subsequently, the
parties agreed to extend the time for defendants’ complaint answer until
21 days following a court order to lift the stay to which the parties
stipulated. The nature of the loss contingencies relating to claims that have
been asserted against the Company are described above. However no estimate of
the loss or range of loss can be made. The Company intends to vigorously defend
this action and pursue its indemn

August 3, 2010

 Jonathan E. Johnson III President Overstock.com, Inc.  6350 South 3000 East  Salt Lake City, Utah 84121

Re: Overstock.com, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed July 28, 2010  File No. 333-166871 Form 10-K for the Fiscal Year Ended December 31, 2009  Filed March 31, 2010  Definitive Proxy Statement on Schedule 14A Filed April 9, 2010  Form 10-Q for the Fiscal Quarter Ended March 31, 2010
  Filed May 4, 2010
File No. 000-49799
 Dear Mr. Johnson:
We have reviewed the responses in your Ju ly 28, 2010 letter to our letter dated July 22,
2010 and we 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 the
comments directed to your Exchange Act repor ts within ten business days by amending your
filings, by providing 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 appropria te, please tell us why in your response.

After reviewing any amendments to your f ilings 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, 2009

 Note 16. Commitments and Contingencies, page F-35

 1. We note your response to comment five from our  letter dated July 22, 2010.  Please show us
what your disclosure will look like revised as previously requested.  Your response should
address the full content of your disclosure of  legal proceedings within your Commitments
and Contingencies note to the financial statements as opposed to an example of a single

Jonathan E. Johnson, III
Overstock, Inc.  August 3, 2010   Page 2

matter.  In this regard, your current disclosure does not a llow a reader to discern what
amounts have been accrued on a case by case basi s.  Further, by not disclosing the amounts
accrued for each contingency it is not possible fo r a user of your financial statements to
assess future potential charges when you assert  you are unable to es timate the potential loss
or range of loss.  You state in your response that your original disc losures include “[o]ur
maximum potential exposure on the above noted legal matters.”  Since you have accrued liabilities and you have disclo sed your maximum potential expos ure, it is not evident why
you assert you are not able to disclose the ad ditional exposure to loss such as the difference
between the amount you accrued and the am ount you state is your maximum potential
exposure.  Please refer to FASB ASC paragr aph 450-20-55-21; and revise your disclosures
accordingly.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2010

 Item 4. Controls and Procedures, page 38

 Changes in Internal Control Over Financial Reporting, page 39

 2. We note your response to comment nine from our letter dated July 22, 2010.  Please describe in greater detail the changes that were reco mmended by the consulting firm with regards to
your internal controls over financial reporti ng.  In this regard, it is unclear from your
proposed disclosure what changes the consulting firm recommended.
  You may contact Robert Babul a, Staff Accountant, at ( 202) 551-339 or in his absence
Donna Di Silvio, Senior  Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the financial statements and related ma tters.  Please contact Robert W. Errett, Staff
Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at
(202) 551-3720 with any other questions.

       S i n c e r e l y ,                 H. Christopher Owings        A s s i s t a n t  D i r e c t o r

cc: Thomas W. Adkins  Bracewell & Giuliani LLP
via facsimile

CORRESP
1
filename1.htm

  6350 South 3000 East

  801.947.3100 phone

  Salt Lake City, Utah 84121

  801.944.4629 fax

  July 28, 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 May 14, 2010

File No. 333-166871

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

Filed March 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 9, 2010

Form 10-Q for the Fiscal Quarter Ended March 31, 2010

Filed May 4, 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 July 22,
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”).

Concurrently with the
submission of this letter, we are filing through EDGAR Amendment No. 2 to
the Registration Statement (“Amendment No. 2”). For your convenience, we are
also sending you by Federal Express a copy of Amendment No. 2 marked to
show all changes to 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

The Rescission Offer, page 12

Background and Reasons for the
Rescission Offer, page 12

1.             We
note your response to comment 13 from our letter dated June 11, 2010. In
particular, you state that you are making a “complete rescission offer.”
However, based on your disclosure it appears that you are not conducting a
complete rescission offer since you are not making the offer to all purchasers
of the original offering. Please revise your registration statement to indicate
that your offer is only a partial offer, in that, you are only making the offer
to certain purchasers and that you do not intend to make a future offer
covering any of the purchasers who are not covered by this offering or tell us
why it is not appropriate for you to do so.

In response to the Staff’s
comment, we have revised the disclosure as requested on page 13 of
Amendment No. 2.

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

Item 7. Management’s Discussion
and Analysis of Financial Condition…,page 52

Executive Commentary, page 60

2.             We
note your response to comment 19 from our letter dated June 11, 2010.
Please confirm that you will, to the extent applicable, include the discussion
you included in your response regarding “Direct vs. fulfillment partner
business” and “Factors to Profitability” in your future filings.

In response to the Staff’s
comment, we confirm that we will, to the extent applicable, include the
discussion we included in our response regarding “Direct vs. fulfillment
partner business” and “Factors to Profitability” in our future filings.

Gross
Profit, page 62

3.             We
note your response to comment 22 from our letter dated June 11, 2010.
Please confirm that in future filings you will include your response as to why
you elected to forgive certain underbillings due from your fulfillment partners
during the period covered by the report, as applicable.

In response to the Staff’s
comment, we confirm that in future filings we will include our response as to
why we elected to forgive certain underbillings due from our fulfillment
partners during the period covered by the report, as applicable.

2

Redeemable
Common Stock, page 74

4.             We
note your response to comment 25 from our letter dated June 11, 2010. We
note that you intend to quantify in future filings your maximum estimated
liability at various recent market prices. Please provide a sample of this
disclosure and please confirm that you will disclose in future filings, if
true, that your estimated liability represents the dollar amount of common
stock that was acquired by participants at a per share price greater than the
hypothetical or recent prices you used to calculate your estimated liability
and these purchasers are the ones more likely to accept the offer.

In response to the Staff’s
comment, following is a sample of the disclosure we intend to provide in future
filings:

Based on the closing price of
Overstock common stock of $18.07 at June 30, 2010, we anticipate that of
the $821,000 of affected stock outstanding as of June 30, 2010, it would
be uneconomical for participants to attempt to rescind their acquisitions of
more than $155,000 of the stock which represents the dollar amount of common
stock that was acquired by participants at a per share price greater than
$18.07 and therefore these purchasers are the ones more likely to accept the
offer. The actual amount of our potential
liability will be determined based on our closing stock price on the date of
expiration of the rescission offer, as under the anticipated terms of the rescission
offer we will not repurchase shares if the amount paid by participants for the
shares, plus interest, is less than our closing stock price on the date of the
expiration of the rescission offer (as such participants would be in a position
of having an unrealized gain, not a loss). The following table discloses
the aggregate potential liability based on a range of hypothetical closing
prices of our common stock:

  Closing

  Aggregate
  Potential

  Stock
  Price

  Liability

  $

  7.50

  $

  821,000

  $

  10.00

  $

  757,500

  $

  12.50

  $

  380,577

  $

  15.00

  $

  192,033

  $

  17.50

  $

  154,976

  $

  20.00

  $

  128,025

  $

  22.50

  $

  51,373

  $

  25.00

  $

  —

In further response to the
Staff’s comment, we confirm that we will disclose in future filings, that our
estimated liability represents the dollar amount of common stock that was
acquired by participants at a per share price greater than the hypothetical or
recent prices we used to calculate our estimated liability and these purchasers
are the ones more likely to accept the offer.

3

Note
16. Commitments and Contingencies, page F-35

5.             We
note your response to comment 30 from our letter dated June 11, 2010.
Please show us what your disclosure will look like revised. You state you propose
to disclose your potential losses in excess of the amount accrued that are
reasonably possible in future filings. Please explain why you do not believe it
is material to investors to amend your filing to disclose your exposure to loss
for those matters, such as the California District Attorney matter where it is
not currently disclosed, or disclose that you are unable to estimate the
potential loss or range of loss with any reasonable certainty.

In response to the Staff’s
comment, we are providing the following inset paragraph is an example of the
disclosure proposed with the additional disclosure underlined:

In September 2009, the
Company received a letter of determination from the Ohio Department of Taxation
noting the Department’s determination that the Company is required to register
for remitting of the Commercial Activity Tax, and owes $612,784 in taxes,
interest, and penalties as of June 30, 2009. The nature of the loss
contingencies relating to claims that have been asserted against the Company
are described above. The Company has accrued a liability for this loss
contingency. However, no exact estimate of the loss or range of loss can be
made. It is reasonably possible that the potential loss may exceed our accrued
liability.  The Company believes the
determinations to be unlawful, erroneous and is vigorously contesting the
determination.

In the above example, we do
disclose, as staff has suggested, that we are unable to estimate the potential
loss or range of loss, and that the potential loss may exceed our accrued
reserve.

In our future filings we
will make similar disclosures as shown above on a case by case basis in all
instances wherein it is reasonably possible that the potential loss may exceed
our accrued liability. In none of these instances are we currently able to
estimate the amount of the loss in excess of what we have accrued. However,
both the California District Attorney Matter and the example provided above
disclose our maximum potential exposure (this disclosure was included in our
originally filed Form 10-K in Footnote 16).

As our original disclosures
include our maximum potential exposure on the above noted legal matters, a
general disclosure indicating that it was reasonably possible that a loss in
excess of the amount accrued existed, and a comprehensive description of all
legal matters, we believe that our historical filings complied with paragraphs
3-5 of FASB ASC 450-20-50. We believe that the proposed changes to our future
filings as shown in the above example add additional clarity, but are not
materially inconsistent with what we originally disclosed. Accordingly, we
believe adding such clarity in future filings is sufficient and an amendment to
the original filing is not necessary.

4

Definitive
Proxy Statement on Schedule 14A

Base
Salary, page 24

6.             We
note your response to comment 35 from our letter dated June 11, 2010.
Please discuss the aspects of Mr. Johnson’s performance that led your
Compensation Committee to increase Mr. Johnson’s salary and how they
determined that the increase from $225,000 to $250,000 was appropriate.

In response to the Staff’s
comment, we advise you that the Compensation Committee increased Mr. Johnson’s
salary from $225,000 to $250,000 effective January 1, 2009 because of the
Compensation Committee’s subjective appraisal of Mr. Johnson’s performance
during the first six months he had served as our president (Mr. Johnson
was appointed as our president in July 2008). In reaching its conclusion
that Mr. Johnson deserved the $25,000 increase to his annual salary, the
Compensation Committee reviewed the history of Mr. Johnson’s salary,
bonuses and equity-based grants in prior years, and reviewed market data to
ensure that the Committee was aware of current compensation practices, as
described on pages 22-23 of the proxy statement. The aspects of Mr. Johnson’s
performance during those six months that led the Committee to increase Mr. Johnson’s
salary were his leadership of the Company, his development of the Company’s
executive team, his work supervising portions of the Company’s most significant
litigation and governmental relations matters, his leadership in negotiating
changes to the Company’s relationships with certain of its commercial service providers,
and his work chairing Company efforts to reach operational goals and financial
improvements.

In further response to the
Staff’s comment, we propose to add the following additional disclosure in our
next future executive compensation disclosure:

The Compensation Committee’s
decision in early 2009 to increase Mr. Johnson’s salary by $25,000 from
its 2008 level was based on the Compensation Committee’s subjective appraisal
of Mr. Johnson’s performance during his first six months as our president,
from July 2008 through December 2009. Although the Compensation
Committee reviewed the history of Mr. Johnson’s salary, bonuses and
equity-based grants in prior years, and reviewed market data to ensure that the
Committee was aware of current compensation practices, the Committee’s decision
to increase Mr. Johnson’s salary from $225,000 to $250,000 was the result
of the Committee’s subjective views of Mr. Johnson’s leadership of the
Company, his development of the Company’s executive team, his work supervising
portions of the Company’s most significant litigation and governmental
relations matters, his leadership in negotiating changes to the Company’s
relationships with certain of its commercial service providers, and his work
chairing Company efforts to reach operational goals and financial improvements.
The Committee determined the amount of the increase by estimating an amount the
Committee believed would be sufficient to recognize Mr. Johnson’s
performance as described above.

5

Executive
Compensation Action Taken After Year-End, page 27

7.             We
note your response to comment 38 from our letter dated June 11, 2010.
Please confirm that you will discuss in your future fiscal year 2010 executive
compensation disclosure the reason(s) the Compensation Committee elected
to increase the salaries of your named executive officers and why in the
amounts selected.

In response to the Staff’s
comment, we confirm that we will discuss in our future fiscal year 2010
executive compensation disclosure the reason(s) the Compensation Committee
elected to increase the salaries of our named executive officers and why in the
amounts selected.

Directors
Compensation Table, page 33

8.             We
note your response to comment 41 from our letter dated June 11, 2010. We
note that you paid Mr. Joyce $1,250,000 because you “considered that a
fair payment for the results he had achieved for the Company.” Please describe
the results he achieved for you and how you determined that $1,250,000 was a fair
payment.

In response to the Staff’s
comment, we advise you that Mr. Joyce served as a consultant to the
Company for several years. During that time, he worked on a number of
strategically important projects for us relating primarily to: (i) the
logistics of our relationships with our fulfillment partners, (ii) the
reduction of returns of merchandise to us, (iii) internal forecasting and
analytics projects, (iv) strategies for reducing stale inventory and
increasing our product selection and availability, (v) our reverse
logistics operations, (vi) the development of our returns processes and
applications, and (vii) our supply chain. Although it is impossible to
quantify the financial effects of the work Mr. Joyce did for us with any
degree of precision, we internally estimate that his work for us resulted in
cost reductions of approximately $3 million in the variable handling costs at
our distribution centers from 2007 to 2008. In addition, the annualized run
rate of cost savings at the end of Q1 2009 for projects started that year was
between $15 million to $16 million. In light of these results, our CEO
determined, in negotiation with Mr. Joyce, that a significant payment of
$1,250,000 was a fair payment to Mr. Joyce.

Form 10-Q
for the Fiscal Quarter Ended March 31, 2010

Item 4.
Controls and Procedures, page 38

Changes
in Internal Control Over Financial Reporting, page 39

9.             We
note your response to comment 43 from our letter dated June 11, 2010. You
indicated that changes to your internal controls over financial reporting were “in
progress at March 31, and had not been completed at that date…” Please
tell us what

6

you mean by “in progress”
and why these “in progress” changes did not materially affect your internal
controls over financial reporting.

In response to the Staff’s
comment, what we mean by “in progress” is that we began to initiate these
changes near the end of the first quarter of 2010. Due to the timing of when we
began to enact these changes, the changes were in process and not fully
implemented at March 31, 2010. The following are examples of the in
process changes at March 31, 2010:

·      New professionals hired near
the end of the quarter did not have sufficient time to assimilate into their
positions at Overstock. As a result, these individuals did not have adequate
time to implement changes to the existing controls over financial reporting nor
was there sufficient time to assess the impact on our internal controls of
hiring these new individuals. Furthermore, we did not complete the hiring
process for all of the newly slated positions until the second quarter

CORRESP
1
filename1.htm

[Letterhead
of Overstock.com, Inc.]

July 9,
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 May 14, 2010

File No. 333-166871

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

Filed March 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 9, 2010

Form 10-Q for the Fiscal Quarter Ended March 31, 2010

Filed May 4, 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 June 11, 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”).

Concurrently with the submission
of this letter, we are filing through EDGAR Amendment No. 1 to the
Registration Statement (“Amendment
No. 1”).  For your
convenience, we are also sending you by Federal Express a copy of Amendment No. 1
marked to show all changes to the Registration Statement.

For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in
bold, italicized text.  Also for each
response relating to the Registration Statement, all references to page numbers
and captions correspond to Amendment No. 1 unless otherwise specified.

1

Registration Statement on Form S-1

General

1.                                      We note your statement on the cover pages that “this
prospectus is part of a Registration Statement on Form S-1 filed with the
SEC to register these shares, regardless of whether or not you accept the
Rescission Offer.”  Please provide a
complete discussion on how the unregistered securities will become registered.

In response to the Staff’s
comment, we advise you that although we are not aware of any definitive
authority governing this matter, we believe that our approach is consistent
with the approach taken by numerous other issuers in similar circumstances in
filings with the Commission.  Following
are examples of the same approach taken by other issuers:

Chevron:  “This prospectus is part of
a Registration Statement on Form S-3 filed with the SEC to register these
shares, regardless of whether or not you accept the Rescission Offer.”  (Amendment No. 2 to Form S-3 filed December 15,
2009; Registration No. 333-162682)

Dell:  “This prospectus is part of
a Registration Statement on Form S-1 filed with the SEC to register these
shares, regardless of whether or not you accept the Rescission Offer.”
(Amendment No. 2 to Form S-1 filed on August 8, 2008; Registration
No. 333-151463)

Costco:  “The shares of Costco
Wholesale common stock which are the subject of this Rescission Offer have now
been registered under the Securities Act of 1933 by virtue of the registration
statement of which this prospectus is a part.”
(Prospectus filed on August 29,
2005 pursuant to Rule 424(b)(3); Registration No. 333-125637)

Ryder
System Inc.:  “These
shares have now been registered by means of a Registration Statement on Form S-3
of which this prospectus forms a part. Accordingly, whether or not you accept
the Rescission Offer, shares of our common stock subject to the Rescission
Offer will be properly registered under the Securities Act, effective as of the
date of this prospectus.”  (Form S-3
filed June 1, 2006; Registration No. 333-134627)

FlowServe Corp.:  “If you fail to accept the
Rescission Offer, your 401(k) account will retain ownership of the Units
in accordance with the terms of the 401(k) Plan, and it will not be credited
with any payment amount for those securities in connection with the Rescission
Offer.  The shares underlying the Units
will be registered and fully tradeable under the Securities Act of 1933, unless
you are an affiliate of Flowserve within the meaning of Rule 144 or
Rule 145, as the case may be.”
(Prospectus filed on December 6,
2006 pursuant to Rule 424(b)(3); Registration No. 333-138587)

Applica:  “The shares of our common
stock included in the Units and subject to the Rescission Offer may not have been
registered under the Securities Act of 1933, as amended, which we refer to as
the Securities Act, in a timely manner. These shares have now been registered
by means of the Registration Statement on Form S-3 of which this

prospectus forms a part. Accordingly,
whether or not you accept this Rescission Offer, shares of our common stock
that you may own are now properly registered under the Securities Act effective
as of the date of this prospectus.”  (Prospectus filed on September 22, 2006 pursuant to Rule 424(b)(3);
Registration No. 333- 136754)

Based on the precedents
filed with the Commission, we believe that this approach is reasonable and
appropriate. Analytically, we believe that the Staff’s position is that a
rescission offer is deemed to constitute a new offer to sell the security that
is the subject of the rescission offer, and consequently the new offer can and,
absent an applicable exemption, is required to be registered. With your
concurrence, we will include the following additional disclosure on the cover page of
the prospectus:

“The Staff of the SEC takes
the position that an offer to rescind a sale of securities constitutes a new
offer to sell the securities. Consequently, absent an applicable exemption, the
new offer is subject to the registration provisions of the Securities Act.”

2.                                      Please describe in an appropriate place in your filing
whether there will be any restrictions on the future transfer of shares not
tendered to you in this rescission offering.

In response to the Staff’s comment,
we advise you that we do not believe that there will be any restrictions on the
future transfer of shares not tendered to us in the Rescission Offer, other
than customary blackout periods imposed by the Company.  We believe that this is consistent with the
Staff’s approach set forth in Question 529.03 of the Staff’s Compliance and
Disclosure Interpretations regarding the Securities Act rules.  Question 529.03 provides:

529.03 Securities were inadvertently sold to a
company’s employees under a “stale” Form S-8 registration statement. For
purposes of resale by the purchasing employees, the securities would be treated
as if they were unrestricted so as not to penalize innocent purchasers under
the “stale” Form S-8. [Jan. 26, 2009]

In further response to the
Staff’s comment, we have included the following disclosure on page 6:

Q:           Will there be any restrictions on the future transfer of
my shares if I do not accept the Rescission Offer?

A:            The shares of common stock which are the subject of this
Rescission Offer have now been registered under the Securities Act of 1933 by
virtue of the registration statement of which this prospectus is a part. We
believe that these shares are transferable by plan participants in the ordinary
course, subject to restrictions on trading that may be applicable from time to
time (as in the case of the Company’s customary “blackout” periods).

Effect of the Rescission Offer, page 11

3.                                      Please disclose any risks that a shareholder assumes if
he or she fails to accept the rescission offer.

In response to the Staff’s
comment we have included the requested disclosure on page 14, as the last
paragraph under “Effect of the Rescission Offer”.

Questions and Answers About the Rescission Offer, page 3

4.                                      Consider including a brief discussion of the material
federal income tax consequences in this section.

In response to the Staff’s
comment we have included the requested disclosure beginning on page 7
under a new question titled: “What are the tax consequences if I accept the
Rescission Offer?”.

Q: Why are you making the Rescission Offer?, page 3

5.                                      We note that the rescission offer only covers 65,465
shares issued through the Overstock.com Stock Fund between July 1, 2008
and June 30, 2009.  However, on page 19
you state that between August 16, 2006 and June 17, 2009 you issued
203,737 more shares than you registered for issuance.  Please revise this section and your “Effect
of the Rescission Offer” section to clarify why this rescission offer only
covers 65,456 shares issued between July 1, 2008 and June 30, 2009
instead of the 203,737 shares issued through the Stock Fund from August 16,
2006 to June 17, 2009.

In response to the Staff’s
comment we have included the requested disclosure on page 3 as part of the
response to the first question, with similar additional disclosure on page 13
under the subheading “Background and Reasons for the Rescission Offer”.

6.                                      Please revise this section to describe any pertinent
state rescission offer statutes, with an explanation of any time periods, and
the extent to which the offer limits or does not limit the offeree’s right to
sue under state law. We note your risk factor disclosure on page nine
regarding federal and state laws regarding rescission offers.

In response to the Staff’s
comment we have included the requested disclosure beginning on page 3 as
part of the response to the first question, with similar additional disclosure
on page 11 under the caption “The Rescission Offer may terminate any right
you may have to rescind your acquisition of Shares under state law”.

Q: What interest rate will be used in calculating any amounts
owed to me?, page 5

7.                                      Please disclose in this section and in any other
appropriate section of your registration statement how you selected the annual
interest rate of 12%.

In response to the Staff’s
comment we have included the requested disclosure on page 5 as part of the
answer to the question “What interest rate will be used in calculating any

amounts owed to me?” and on page 14
in the first paragraph under “Terms of the Rescission Offer”.

Q: What is the effect of the Rescission Offer on my ability
to assert claims?, page 6

8.                                      We note your statement that “[t]he staff of the SEC
takes the position that a person’s federal right of rescission may survive a
rescission offer.”  Please revise to
state that the SEC’s staff takes the position that a rescission offer does not
alter a person’s remedies under the Securities Act.  This comment also applies to the similar
disclosure that appears on pages nine and 11.

In response to the Staff’s
comment we have revised the disclosures as requested on page 6 as part of
the answer to the question “What is the effect of the Rescission Offer on my
ability to assert claims?”, on page 10 in the first paragraph under the
risk factor “Your right of rescission, if any, under federal and state law may
not survive if you affirmatively reject or fail to accept the Rescission Offer”
and page 13 in the second paragraph under “Effect of the Rescission Offer”.

Q: Will the Rescission Offer affect my ability to direct
transactions in my account?

9.                                      Please revise this section and your “Notice of Blackout
Period” section located on page 15 to indicate why the blackout period may
differ, if at all, between a party that accepts the offer and one that rejects
the offer.

In response to the Staff’s
comment we have included the requested disclosure on page 6 under the new
question “Will the blackout period be longer if I accept the Rescission Offer?”
and beginning on page 17 under “Notice of Blackout Period”.

Risk Factors, page 9

10.                               Please include a risk factor that explains that
security holders who do not accept the rescission offer may exercise their
legal rights under Section 12 throughout the remaining statutory period,
even after the end of the rescission offer or tell us why you do not believe
that this is a material risk.

In response to the Staff’s
comment we have included the requested disclosure on page 11 under the new
risk factor “Holders who do not accept the Rescission Offer may exercise their
legal rights even after the end of the Rescission offer”.

The Rescission Offer may not bar claims relating to our
issuance of shares…, page 9

11.                               You state that “[i]f a person accepts the Rescission
Offer, [you] believe [y]our potential liability to that person will be
eliminated.”  Please revise to disclose
the basis for your belief and if you are referring to remedies under state law,
federal law or both.

In response to the Staff’s
comment, we have revised the sentence on page 10 “If a person accepts the
Rescission Offer, we believe our potential liability to that person will be
eliminated” to read as follows:

“If
a person accepts the Rescission Offer, but subsequently asserts a claim against
us for an additional remedy, we would expect to assert that the person’s
acceptance of the Rescission Offer eliminated any liability we might have had
to that person under section 12 of the Securities Act.  We do not believe that the original issuance
of the Shares violated the registration requirements of any state securities
laws.”

12.                               You state that if the Rescission Offer is rejected you
may continue to be contingently liable for rescission or damages.  Please revise to disclose if you are
referring to state law, federal law or both.

In response to the Staff’s
comment, we have revised the sentence you reference on page 10 to disclose
that we are referring to federal law.

The Rescission Offer, page 10

Background and Reasons for the Rescission Offer, page 10

13.                               We note your statement on page 11 that “[i]n late June 2009
we discovered that investments in the Overstock.com Stock Fund under the Plan
exceeded the number of shares we had registered on Form S-8.”  Please state by how much you exceeded the
number of shares you registered on Form S-8 and when you first exceeded
that amount of shares registered and how you discovered that you exceeded the
number of shares registered.  Also,
please explicitly state in this section whether this is a complete rescission
offer or only a partial offering and please discuss the effect, if any, if all
of the shares you are registering are tendered to you or if only some of the
shares are tendered to you.

In response to the Staff’s
comment, we have included the requested disclosures on pages 12 and 13
under “Background and Reasons for the Rescission Offer”.

Effect of the Rescission Offer, page 11

14.                               Please disclose any risks that a shareholder assumes if
he or she fails to accept the rescission offer.

In response to the Staff’s
comment, we have included the requested disclosure on page 14 as the last
paragraph under “Effect of the Rescission Offer”.

15.                               We note that you do not address the anti-fraud
provisions of federal securities laws or rights under state securities laws,
common law or equity.  Please discuss the
effect that acceptance or rejection of the rescission offer will have on
shareholders rights under the anti-fraud provision of the applicable federal
securities laws or under common law or equity.

In response to the Staff’s
comment, we have included the requested disclosure on page 13 in the third
paragraph under “Effect of the Rescission Offer”.

Incorporation of Certain Documents by Reference, page 17

16.                               Please give the Commission file number for each
document you incorporate by reference.
Refer to Rule 411(d) of the Securities Act.

In response to the Staff’

July 22, 2010

Jonathan E. Johnson III President Overstock.com, Inc.  6350 South 3000 East  Salt Lake City, Utah 84121

Re: Overstock.com, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed July 9, 2010   File No. 333-166871 Form 10-K for the Fiscal Year Ended December 31, 2010  Filed March 31, 2010  Definitive Proxy Statement on Schedule 14A Filed April 9, 2010  Form 10-Q for the Fiscal Quarter Ended March 31, 2010
  Filed May 4, 2010
File No. 000-49799 .
 Dear Mr. Johnson:
We have reviewed your letter dated July 9, 2010 and your amended registration statement
filed on July 9, 2010.  Please respond to this le tter by amending your registration statement and
providing the requested information.  Where you do not believe our comment applies to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why in
your response.
We have also reviewed your responses in your July 9, 2010 regarding our comments
directed to above Exchange Act filings and ha ve 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 the comments directed to your Ex change Act reports within ten
business days by amending your filings, 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 amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.

Jonathan E. Johnson, III
Overstock, Inc.  July 22, 2010
Page 2

Registration Statement on Form S-1
 The Rescission Offer, page 12

 Background and Reasons for the Rescission Offer, page 12

 1. We note your response to comment 13 from our  letter dated June 11, 2010.  In particular,
you state that you are a making a “complete re scission offer.”  However, based on your
disclosure it appears that you are not conducti ng a complete rescission offer since you are
not making the offer to all purchasers of the original offering.  Please revise your registration statement to indica te that your offer is only a partial offer, in that, you are
only making the offer to certain purchasers a nd that you do not intend to make a future
offer covering any of the purchasers who are not  covered by this offering or tell us why it
is not appropriate for you to do so
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7. Management’s Discussion and Anal ysis of Financial Condition…, page 52

 Executive Commentary, page 60

2. We note your response to comment 19 from our letter dated June 11, 2010.  Please
confirm that you will, to the extent appli cable, include the discussion you included in
your response regarding “Direct vs. fulfillment partner bus iness” and “Factors to
Profitability” in your future filings.
 Gross Profit, page 62

 3. We note your response to comment 22 from our letter dated June 11, 2010. Please confirm that in future filings you will in clude your response as to why you elected to
forgive certain underbilllings due from your  fulfillment partners during the period
covered by the report, as applicable.
 Redeemable Common Stock, page 74

 4. We note your response to comment 25 from our  letter dated June 11, 2010.  We note that
you intend to quantify in future filings your  maximum estimated liability at various
recent market prices.  Please provide a sample of this disclosure and please confirm that you will disclose in future filin gs, if true, that your estimated liability represents the
dollar amount of common stock that was acquired by particip ants at a per share price
greater than the hypothetical or recent prices you used to  calculate your estimated
liability and these purchasers are the ones more likely to accept the offer.

Jonathan E. Johnson, III
Overstock, Inc.  July 22, 2010
Page 3

Note 16. Commitments and Contingencies, page F-35
 5. We note your response to comment 30 from our letter dated June 11, 2010.  Please show
us what your disclosure will look like revised.  You state you propose to disclose your potential losses in excess of the amounts acc rued that are reasonably possible in future
filings.  Please explain why you do not believe it  is material to inve stors to amend your
filing to disclose your exposure to loss for t hose matters, such as the California District
Attorney matter where it is not  currently disclosed, or di sclose that you are unable to
estimate the potential loss or range of  loss with any reasonable certainty.
 Definitive Proxy Statement on Schedule 14A

 Base Salary, page 24

 6. We note your response to comment 35 from our letter dated June 11, 2010.  Please discuss the aspects of Mr. Johnson’s perfor mance that led your Compensation Committee
to increase Mr. Johnson’s salary and how th ey determined that the increase from
$225,000 to $250,000 was appropriate.
 Executive Compensation Action Taken After Year-End, page 27

7. We note your response to comment 38 from our letter dated June 11, 2010.  Please
confirm that you will discuss in your futu re fiscal year 2010 executive compensation
disclosure the reason(s) the Compensation Co mmittee elected to incr ease the salaries of
your named executive officers and why in the amounts selected.
 Directors Compensation Table, page 33

 8. We note your response to comment 41 from our  letter dated June 11, 2010.  We note that
you paid Mr. Joyce $1,250,000 because you “consid ered that a fair payment for the
results he had achieved for the Company.”  Please describe the results he achieved for you and how you determined that $1,250,000 was a fair payment.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2010

 Item 4. Controls and Procedures, page 38

 Changes in Internal Control Over Financial Reporting, page 39

 9. We note your response to comment 43 from our letter dated June 11, 2010.  You indicated that changes to your internal contro ls over financial report ing were “in progress
at March 31, and had not been completed at th at date…”  Please tell us what you mean by
“in progress” and why these “in progress” chan ges did not materially affect your internal
controls over fina ncial reporting.

Jonathan E. Johnson, III
Overstock, Inc.  July 22, 2010  Page 4

Correspondence Dated July 9, 2010

 10. We note that you provided in the closing para graph of your July 9, 2010 letter the final
set of acknowledgements found on page 11 of our June 21, 2010 letter. However, please
have an appropriate representative of the Company provide the first set of
acknowledgements that begin on page 10 of our June 11, 2010 letter, which begin with
the language “should the Commission or the staff,” as these acknowledgements differ
from the acknowledgements you provided.
  You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or in his absence
Donna DiSilvio, Senior Staff Accountant, at (202) 551-3202 if  you have questions regarding
comments on the financial statements and related ma tters.  Please contact Robert W. Errett, Staff
Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at
(202) 551-3720 with any other questions.

       S i n c e r e l y ,
               H. Christopher Owings        A s s i s t a n t  D i r e c t o r

cc: Thomas W. Adkins  Bracewell & Giuliani LLP
via facsimile

CORRESP
1
filename1.htm

June 25, 2010

Via
EDGAR

Robert
W. Errett, Esq.

United
States Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Re:                             Overstock.com, Inc.

Registration Statement on Form S-1

Filed May 14, 2010

File No. 333-166871

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

Filed March 31, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 9, 2010

Form 10-Q for the Fiscal Quarter Ended March 31, 2010

Filed May 4, 2010

File No. 000-49799

Dear
Mr. Errett:

Overstock.com, Inc.
has received the letter dated June 11, 2010 from the Division of
Corporation Finance of the Securities and Exchange Commission regarding our
filings referenced above.  We will have
our responses to your comments to you by July 9, 2010.

  Very
  truly yours,

  /s/
  Steve Chesnut

  Steve
  Chesnut, Senior Vice President, Finance and Risk Management

  Overstock.com, Inc.

June 11, 2010

Jonathan E. Johnson III President Overstock.com, Inc.  6350 South 3000 East  Salt Lake City, Utah 84121

Re: Overstock.com, Inc.
Registration Statement on Form S-1  Filed May 14, 2010    File No. 333-166871 Form 10-K for the Fiscal Year Ended December 31, 2010  Filed March 31, 2010  Definitive Proxy Statement on Schedule 14A Filed April 9, 2010  Form 10-Q for the Fiscal Quarter Ended March 31, 2010
  Filed May 4, 2010
File No. 000-49799 .
 Dear Mr. Johnson:
 We have limited our review of your registra tion 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 di sclosure.  Please respond to this letter by
amending your registration statement and prov iding the requested information.  Where 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.
 We have also reviewed the above Exchange Act filings 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 the comments directed to your
Exchange Act reports within ten business days  by amending your f ilings, by providing 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 appropriat e, please tell us why in your response.
 After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments

Jonathan E. Johnson, III
Overstock, Inc.  June 11, 2010
Page 2

Registration Statement on Form S-1
 General

1. We note your statement on the cover page that “t his prospectus is part of a Registration
Statement on Form S-1 filed with the SEC to register these shares, regardless of whether
or not you accept the Rescission Offer”  Please provide a complete discussion on how the unregistered securities will become registered.

2. Please describe in an appropriate place in your filing whether there will be any
restrictions on the future transfer  of shares not tendered to you  in this rescission offering.

Effect of the Rescission Offer, page 11

3. Please disclose any risks that a shareholder assumes if he or she fails to accept the
rescission offer.

Questions and Answers About the Rescission Offer, page 3

4. Consider including a brief discussion of the ma terial federal income tax consequences in
this section.
 Q: Why are you making the Rescission Offer?, page 3

5. We note that the rescission offer only c overs 65,465 shares issued through the
Overstock.com Stock Fund between July 1, 2008 and June 30, 2009. However, on page
19 you state that between August 16, 2006 and June 17, 2009 you issued 203,737 more
shares than you registered for i ssuance.  Please revise this se ction and your “Effect of the
Rescission Offer” section to clarify why this rescission offer only covers 65,465 shares
issued between July 1, 2008 and June 30, 2009 instead of the 203,737 shares issued through the Stock Fund from August 16, 2006 to June 17, 2009.

6. Please revise this section to describe any pert inent state rescission offer statutes, with an
explanation of any time periods, and the extent  to which the offer limits or does not limit
the offeree’s right to sue under state law.  We note your risk  factor disclosure on page
nine regarding federal and state la ws regarding rescission offers.
 Q: What interest rate will be used in calculating any amounts owed to me?, page 5

7. Please disclose in this section and in any other appropriate secti on of your registration
statement how you selected the a nnual interest rate of 12%.

Jonathan E. Johnson, III
Overstock, Inc.  June 11, 2010
Page 3

Q: What is the effect of the Rescission Offer on my ability to assert claims?, page 6

8. We note your statement that “[t]he staff of  the SEC takes the position that a person’s
federal right of rescission may survive a rescis sion offer.”  Please revise to state that the
SEC’s staff takes the position that a rescission offer does not alter a person’s remedies under the Securities Act.  This comment also a pplies to the similar disclosure that appears
on pages nine and 11.
 Q: Will the Rescission Offer affect my ability  to direct transactions in my account?

9. Please revise this section and your “Notice of Blackout Period “section located on page
15 to indicate why the blackout pe riod may differ, if at all, between a party that accepts
the offer and one that rejects the offer.
 Risk Factors, page 9

10. Please include a risk factor that explains that security holders who do not accept the
rescission offer may exercise their legal ri ghts under Section 12 throughout the remaining
statutory period, even after the end of the rescission offer or tell us why you do not
believe that this is a material risk.

The Rescission Offer may not bar claims re lating to our issuance of shares…, page 9

11. You state that “[i]f a person accepts the Rescis sion Offer, [you] believe [y]our potential
liability to that person will be eliminated.”  Please revise to disclose the basis for your
belief and if you are referri ng to remedies under state la w, federal law or both.

12. You state that if the Rescission Offer is re jected you may continue to be contingently
liable for rescission or damages.  Please revise to  disclose if you are re ferring to state law,
federal law or both.

The Rescission Offer, page 10
 Background and Reasons for the Rescission Offer, page 10

13. We note your statement on page 11 that “[ i]n late June 2009 we discovered that
investments in the Overstock.com Stock Fund under the Plan exceeded the number of
shares we had registered on Form S-8.”  Please state by how much you exceeded the number of shares you had registered on Form S-8 and when you first exceeded the
amount of shares registered and how you discovered that you exceeded the number of
shares registered.  Also, please explicitly state in this section whether this is a complete
rescission offer or only a partial offering and please discuss the effect, if any, if all of the
shares you are registering are tendered to you or if only some of the shares are tendered to you.

Jonathan E. Johnson, III
Overstock, Inc.  June 11, 2010
Page 4

Effect of the Rescission Offer, page 11

14. Please disclose any risks that a shareholder assumes if he or sh e fails to accept the
rescission offer.

15. We note that you do not address the antifraud provisions of federal securities laws or
rights under state securities laws, common law or  equity.  Please discuss the effect that
acceptance or rejection of the rescission offer will have on shareholders rights under the
anti-fraud provision of the appl icable federal securities laws or under common law or
equity.
 Incorporation of Certain Docu ments by Reference, page 17

16. Please give the Commission file number for each  document you incorporate by reference.
Refer to Rule 411(d) of the Securities Act.
 Item 17. Undertakings, page 23

17. Please provide the undertaking provided under Item 512(a)(6) of Regulation S-K.
 Exhibit 5.1

18. We note that the opinion expands the usual st atement whereby counsel does not admit to
being an expert as defined in Section 7 of  the Securities Act of 1933.  Please have
counsel revise the legal opinion to state that counse l does not admit that they come within
the category of a person whose consent is required under Section 7 of  the Securities Act
of 1933.
 Form 10-K for Fiscal Year Ended December 31, 2009

 Item 7. Management’s Discussion and Anal ysis of Financial Condition…, page 52

 Executive Commentary, page 60

19. Please expand this section, and the corresponding sections in your quarterly reports on Form 10-Q, to discuss know n material trends, demands, commitments, events, or
uncertainties that will have, or are reasona bly likely to have, a material impact on your
financial condition, operating performance, revenues, or income, or result in your
liquidity decreasing or increas ing in any material way.  S ee Item 303 of Regulation S-K
and Release No. 33-8350.  Please address the fo llowing examples, but realize that these
are examples only and not an exhaustive list of the revisions you should make:

• We note your statement that your direct busin ess is contributing a consistently smaller
percentage of your total revenues.  We also note that your fulfillment partner business has consistently contributed more to your total revenue.  Please discuss if you expect the

Jonathan E. Johnson, III
Overstock, Inc.  June 11, 2010
Page 5

revenue generated by your direct business to continue to decrease a nd if you expect that
your fulfillment partner business will continue to contribute more to your total revenue.
Also, please discuss how the focus on your fulfillment partner business has contributed to you posting your first annual profit and discuss any other factor s that you believe lead to
your first annual profit.

• In the first full risk factor on page 21 you state that seasonality of your business places
increased strain on your operations .  In particular, you state that  in the past you have been
required to take significant inventory markdowns or write-o ffs.  Please discuss how past
mark-downs has affected your revenues and profit and what actions you have taken to
mitigate the impact of seasonality  on your operations going forward.

• You also indicate that you are involved in substa ntial litigation, incl uding but not limited
to the prime broker litigation.  Please discu ss how your involvement in these matters has
affected, if at all, management’s ability to focus on the day to day operations of the
business.

Results of Operations, page 61

 Gross Profit, page 62

20. Please discuss the underlying reasons for the ch anges in your Gross Margin, Direct Gross
Profit, and Fulfillment Partner Gross Profit.

21. We note your statement that “[t]he other factors described above did not have a
significant impact on the change in gross profit. ”  Please tell us what “other factors” you
are referring to in this instance.

22. Please briefly discuss why you elected to fo rgive a substantial portion of amounts due
from your fulfillment partners for under billlings that occurred in 2007 and 2008.
 Operating expenses, page 64

23. Please revise to quantify by how much the compensation expense offset some of the
improvement in lower ad vertising costs.
 Liquidity and Capital Resources, page 71

 Borrowings, page 75

24. With respect to your outstanding 3.75% Convertible Senior Notes, please discuss whether you plan to redeem them or what your plans are in light of their maturity date of
December 1, 2011.  Discuss how you intend to fund any redemption or otherwise pay off the remaining amount when they come due.

Jonathan E. Johnson, III
Overstock, Inc.  June 11, 2010
Page 6

Redeemable Common Stock, page 74

25. You state that “[b]ased on the closing pr ice of Overstock common stock of $13.56 at
December 31, 2009, we anticipate that of the $744,000 of affected stock outstanding as of
December 31, 2009, it would be uneconomical for participants to attempt to rescind their acquisitions of more than $163,000 of the stock.  Please discuss in greater detail the basis
for your belief and, in particular, why the December 31, 2009 closing price makes it
uneconomical for the rescission of more th an $163,000 of the stock.  We note similar
disclosure in your Form 10-Q for the fiscal quarter ended March 31, 2010.
 Item 9A. Controls and Procedures, page 80

 (b) Disclosure Controls and Procedures, page 81

26. We note your disclosure that you r disclosure controls and pro cedures have been designed
to ensure that the information required to be disclosed in reports filed or submitted under the Exchange act, are “[r]ecorded, proce ssed, summarized and re ported within the
specified time periods specified by the Commission’s rules and forms.”  In future filings please include the entire definition provide d in Exchange Act Rule 13a-15(e) of
disclosure controls and procedur es or omit the definition in its  entirety.  As such, please
tell us, if true, that your disc losure controls and procedures are designed to ensure that
information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communi cated to your management, including your
chief executive officer and chief financial officer, to allow timely decisions regarding
required disclosure.  See Exch ange Act Rule 13a-15(e).

27. You state that your disclosure controls and procedures were not eff ective as of December
31, 2009 “due to the material weaknesses desc ribed below.”  Please confirm if this
statement is a reference to your description of the weaknesses in your internal controls
over financial reporting.  If this statem ent was not a reference to your disclosure
regarding the weaknesses in your internal controls over financial reporting, please
describe the material weaknesses in your di sclosure controls and procedures as of
December 31, 2009 and the steps you are ta king to correct the weaknesses.
 Notes to Consolidated Financial Statements, page F-8

 Note 2. Accounting Policies, page F-8

 Sales Returns Allowance, page F-16

28. We note your allowance for sales returns has be en consistently decreasing on a quarterly
basis since at least the fourth quarter  of 2008.   Please address the following:

• Please show us your initial estimate of the a llowance for sales returns compared to your
actual sales return experience on a quarterly basis for the past twelve fiscal quarters

Jonathan E. Johnson, III
Overstock, Inc.  June 11, 2010
Page 7

ended March 31, 2010. In your response, please also include a reconciliation of the
amounts reported on Schedule II in your Form 10-K/A for the fiscal year ended December 31, 2007 filed on November 7, 2008 on the net basis to the amounts now reported on the gross basis.

• We note your footnote (2) to Schedule II on pa ge F-55 that for comparative purposes, the
2007 beginning balance has been shown on a gro ss basis.  Please reconcile and explain
why the amounts charged to expense and deductions of $68,933 and $61,536, respectively are different from the restated amounts reported in your Form 10-K/A for the
year ended December 31, 2007 of $55,553 and $54,140.

• Your allowance for sales retu rns has decreased from approxi mately 5.4% of revenues as
of the end of September 30, 2009 to approximately 3.7% of revenues for the quarter ended December 31, 2009.  Please e xplain the decrease in the sales allowance given your
approximate 66% increase in sequential fourth quarter 2009 revenue growth.  Similarly,
we note as a percentage of revenue your al lowance for sales returns has decreased from
approximately 5.7% of revenues as of the end of March 31, 2009 to approximately 2.8% of revenue for the quarter ended March 31, 2010.  Please explain and disclose the decrease in the sales allowance given your approximate 42% increas e in year-over-year
comparable quarterly revenue growth.

• Please explain to us how you recorded the decrease in sales retu rns from December 31,
2009 to March 31, 2010.  In this regard, please ex plain to us how the credit side of the
entry was recorded.

• Refer to page 26 to your March 31, 2010 Form 10-Q.  We read your statement, “[t]he
allowance for returns was $7.4 million and $11.9 million at March 31, 2010 and December 31, 2009, respectively. The decrease in  the sales returns reserve at March 31,
2010 compared to December 31, 2009 is primarily due to decreased revenues due to seasonality.”  In this regard, your allowance for sales returns, as a percentage of revenues, has been decreasing consistently for the past si x quarters.  Please tell u

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3561

       April 23, 2010

By U.S. Mail and Fax
 Mr. Patrick M. Byrne
Chief Executive Officer Overstock.com, Inc.         6350 South 3000 East        Salt Lake City, UT   84121
 Re:  Overstock.com, Inc.
Form 10-K/A Amendment No. 1 fo r the Fiscal Year Ended
December 31, 2008 Filed March 5, 2009
            File No.  000-49799
Dear Mr. Byrne:
 We have completed our review of your Form 10-K/A and related filings and have no further comments at this time.                  S i n c e r e l y ,                             Andrew Mew
  Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561      January 12, 2010
 By Facsimile and U.S. Mail

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

Re:  Overstock.com, Inc.
Form 10-K/A Amendment No. 1 for the Fiscal Year Ended  December 31, 2008 Filed March 5, 2009
            Form 10-Q for the Quarterly Period Ended June 30, 2009             Filed July 31, 2009             File No.  000-49799
Dear Mr. Byrne:

We have reviewed your supplemental response letter dated December 4, 2009, as
well as your filings and have the following comment.  As noted in our comment letters
dated October 1, 2009, and November 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.
Form 10-K/A Amendment No. 1 for the Fiscal Year Ended December 31, 2008

General
 1. We note your responses to comments three, four, five, eight, nine, and ten in our letter dated November 3, 2009.  Please be advised that these comments are still under review by the Staff.

Mr. Patrick M. Byrne
Overstock.com, Inc.      January 12, 2010 Page 2
    You may contact Robert Babula, Sta ff Accountant, at (202) 551-3339 or Donna
Di Silvio, Staff Accountant, at (202) 551- 3202, if you have questions regarding this
comment on the financial statements and related matters.  Please contact me at (202) 551-3377 with any other questions.

   Sincerely,
                Andrew Mew
   Accounting Branch Chief

CORRESP
1
filename1.htm

December 4, 2009

DIVISION OF

CORPORATION FINANCE

Mail Stop 3561

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-0404

  Attention:

  Andrew Mew

  Accounting
  Branch Chief

  Division of
  Corporation Finance

  Re:

  Overstock.com, Inc.

  SEC Comment
  Letter dated November 3, 2009

  Form 10-K
  Amendment No. 1 for the fiscal year ended December 31, 2008 Filed
  March 5, 2009

  Form 10-Q for
  the fiscal quarters ended June 30, 2009 Filed July 31, 2009

  File
  No. 000-49799

Dear Mr. Mew:

We write in
response to your letter dated November 3, 2009 regarding the
above-referenced filings. The following responses are numbered to correspond to
the Staff’s comments:

Form 10-K/A
Amendment No. 1 for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 47

Critical Accounting Policies and
Estimates page 49

Revenue recognition, page 49

1.                                      We note your response to
comment one of our letter dated October 1, 2009. Please address the following:

·                  We note you generally randomly select
the shipment tracking numbers for approximately 1200 orders. Please explain to
us what you mean by generally. If your sample size is not random, then please
explain to us how your sample is statistically valid.

Our use of “generally” was in reference to the number
of orders we desire to sample, not our methodology. We have applied a
consistent methodology to determine our revenue deferral — with variations related to sample size.
We sample at least 300 shipments in each of our four

1

shipment types (core LTL and NON-LTL shipments and
partner LTL and NON-LTL shipments) on a judgmental, non-statistical basis,
except in cases in which the underlying population size does not necessitate
such a large sample (see discussion and table below in response to your second
bullet point comment).

We use a random number generator to determine which
items to select for our sample of shipments. Consequently, we believe that our
sampling methodology is valid.

·                  Of the orders shipped per month,
please explain to us how many are core versus partner shipments. Of the core
and partner shipments tell us approximately how many are Core Less-than-Truck
Load (“LTL”) and Core UPS, and Partner LTL and Partner UPS. If your core and
partner orders are not distributed on a 25% LTL and UPS basis, then please
explain to us how your sample size is sufficiently designed to produce a
reasonably acceptable confidence interval. Further, for the six months ended
June 30, 2009 you derived approximately 82% of your net revenues from
partner sales, although it appears your sample size of 1200 was evenly
distributed between your partner and direct shipments. In this regard, tell us
the confidence interval your sample size provides and explain how you concluded
your sample size is statistically sufficient.

When we make our quarterly estimate of average
shipment transit time, we treat each of our four shipment types (core LTL and
NON-LTL shipments and partner LTL and NON-LTL shipments) as a separate
population to which the results of the applicable sample are applied. We sample
an adequate number of shipments in each of these populations to arrive
at an average transit time for the respective population.

The table shown below outlines the shipment population
and sample size for our four shipment type populations for June and
September 2009, which we used to arrive at our estimate of average
shipment transit times in our Q2 and unreviewed Q3 2009 Form 10-Q’s:

  Shipment Type

  Actual Shipments and Sample Sizes

  Core

  Partner

  by Shipment Type

  LTL

  NON-LTL

  LTL

  NON-LTL

  Total

  No. of Shipments in
  June 2009

  784

  120,770

  3,530

  529,420

  654,504

  Sample size used in June 2009

  325

  554

  415

  543

  1,837

  No. of Shipments in
  September 2009

  427

  119,490

  4,876

  622,885

  747,678

  Sample size used in
  September 2009

  182

  920

  539

  720

  2,361

We do not use a purely statistical model to determine
our average transit time. However, we apply various statistical concepts in
determining our sample sizes. Consequently, we believe that our sample sizes
are sufficient to estimate average transit times.

2

2.                                      We note your response to
comment three of our letter dated October 1, 2009. Please provide to us
your entire SAB 104 revenue recognition analysis with respect to your
international sales. Please advise if your customers specifically acknowledge
that, upon delivery to the third party, you have no further obligation and the
customer must look solely to the third party to obtain final delivery of the
products.

The following is our SAB 104 revenue recognition
analysis with respect to our international sales:

Background

We use E4X, Inc. (“E4X”), a US-based third party
logistics company, to provide the payment and fulfillment logistics for all
international orders.

Our webpage

(see
https://help.overstock.com/cgi-bin/overstock.cfg/php/enduser/std_adp.php?p_faqid=63&)
includes a section entitled “Special Terms for Our Non-U.S. Customers” which
includes the following points relating to international orders:

·                  We use a third party provider to assist us with
international orders;

·                  At check-out the international customer is redirected
to a checkout page hosted by E4X;

·                  Payment and shipping information is provided to E4X
and E4X approves the order, prior to submitting this approval to us;

·                  Once notified by E4X of the approval, we process the
order and ship the product directly from our warehouse; or cause one of our
third party fulfillment providers to ship the product directly from their
warehouse, to E4X;

·                  E4X thereupon purchases the product from us, taking
title to the product, E4X bills the customer’s credit card, collects and remits
any duties and taxes to the appropriate taxing authority and arranges for the
product to be delivered to the customer’s doorstep by common carrier; and

·                  When ordering, the customer is presented with E4X’s
terms and conditions to which they must agree in order to receive the
product they ordered.

The following are several of E4X’s significant terms
and conditions which are presented to the international customer at check out:

·                  Nature of Transaction. E4X, Inc. (“E4X”) contracts with
suppliers in the U.S. (“suppliers”) to avail their merchandise to consumers
living outside of the U.S. (“you”) through the FiftyOne network, and to provide
you with an opportunity to purchase such merchandise at a price in a currency
selected by you, inclusive of international shipping costs, brokerage costs,
import duty and sales taxes. By placing an order with E4X, you acknowledge
that your transaction will be with E4X, not with the supplier, and that upon
successful verification by E4X of the authenticity and sufficiency of the
payment information you provide, that E4X will purchase the merchandise from
the supplier for the sole purpose of immediately reselling it to you for the
amounts presented to and

3

agreed-upon by
you.  (Emphasis
added.)

·                  Title to Goods. After E4X purchases and takes title of
merchandise from a supplier to fulfill an order you have placed, title of merchandise
shall transfer from E4X to you at the time of shipment of the merchandise from
E4X’s facility in the U.S.

·                  Returns. You agree to contact the Supplier whose
merchandise you have purchased for any returns authorization. If authorized by
the Supplier, pursuant to their international returns policy, Supplier will
provide you with information on credit available to you and instructions on
where to ship your return parcel.

Analysis and Discussion

The following is
the SAB 104 revenue recognition analysis based upon our agreement with E4X and
between E4X and our international customers:

·                  Persuasive
evidence of an arrangement does exists — At final check-out, our international customers are
directed to the international “Shipping, Billing & Final Order Review”
page where we make it clear that by placing the order the customer is
confirming that the customer is bound to the terms of the sale. This
page includes a link to E4X’s terms and conditions which make it clear
that the international customer is the customer of E4X.  Once the buyer accepts these terms and upon
successful verification by E4X, E4X purchases the merchandise from us per our
agreement with E4X.

·                  The
seller’s price to the buyer is fixed and determinable — In accordance with the terms of our
agreement with E4X, our price to E4X is fixed at the time the customer places
the order. The “Shipping, Billing & Final Order Review”
page shows the customer the order’s unit price with applicable shipping
charges, applicable taxes and the total cost, which the customer reviews,
before confirming the order as detailed above.
The price to the international customer is calculated by E4X and is
inclusive of currency exchange rates, international shipping costs, brokerage
costs, import duty and sales taxes.

·                  Collectability
is reasonably assured — Upon approval of the international customer’s order, E4X pays us via
its own credit card. We then verify, approve and collect E4X’s payment through
our merchant account processor. E4X is responsible for authenticity and
sufficiency of the payment information of our international customers.

·                  Delivery
has occurred or services have been rendered — In accordance with Section 11.1 of our E4X
agreement and the “Title of Goods” paragraph in E4X’s terms and conditions, title
to our products transfers from us to E4X at the time E4X takes possession of
the products at its US hub facility.  E4X
purchases the merchandise originally ordered by the international customer from
us and resells the merchandise to the international customer (see the “Nature
of Transaction” paragraph in E4X’s terms and conditions above). E4X then ships
the product to the international customer. Section 5.6 of our E4X
agreement (“Risk of Loss While in E4X Care”), states that “from the time that
E4X takes possession of the product at the US hub until the time of receipt by
the delivery carrier E4X is liable for any loss.” With regard to final delivery
and return of purchased products, our international customer may contact our
customer service department for resolution of

4

their issues and
we coordinate with E4X on the appropriate action to take on their behalf.

Conclusion

Based on our SAB
104 analysis, we conclude that it is appropriate to recognize revenue for sales
to our international customers upon delivery of the merchandise to E4X’s hub facility. However, we
have also determined, based on our past and current levels of international
sales, that if we deferred the revenue related to our international sales until
delivery to the final customer (instead of upon delivery to E4X) the impact
would be immaterial. For example, the impact of deferring revenue related to
our international sales until final delivery would increase our net loss for
the year ended 2008 and the nine months ended September 30, 2009 by
$22,000 and $40,000, respectively or approximately 0.2% and 1.6% of 2008’s
annual net loss and 2009 Q3 year to date net loss, respectively (see
Exhibit B).

Commentary
— Gross Profit and Gross Profit Percentage, page 57

3.                                      We note your response to
comment seven of our letter dated October 1, 2009. Please address the
following:

·                  It appears you had an agreement
already in place with respect to how you recover costs associated with the
return of products. Please refer to Section 3 of your Supplier Agreement
provided to us in your response letter dated December 14, 2007. Further, we
note you negotiated a settlement in early November 2008 based on a current
existing agreement in place which specified how return costs were to be
recovered from your partners; and, Section 1.11 of the agreement, provided
for a contractual right of offset. It appears you provided return processing
services for your partners under contractual agreements, which resulted in net
cash inflows to you. The cash inflows were directly related to your past
activities associated with the returns of your partner’s products. See
paragraph 28 of Statement of Financial Accounting Concepts No. 6. Absent
further substantial evidence, we are uncertain how you reached the conclusion
that an asset did not previously exist or had not been earned. Please explain
in detail or revise your accounting.

Although we had an agreement in place with respect to
the recovery costs associated with the return of fulfillment partner products
and we had a contractual right to recover the negotiated amount through the
right of offset, we concluded that an asset did not exist or an amount had not
been earned at any time during 2007 or 2008, as detailed within Issue
No. 1 of Exhibit A, “Complete Partner Under Billings and Overpayment
Background, Discussion and Conclusion Memo” attached hereto.

·                  Please explain the basis for your
statement that the amounts had not been earned as they were dependent on future
sales; and, the accounting principle underlying your recognition of a past
transaction based on a future sale.

5

Given the facts surrounding the transactions, our past
practices and our resulting conclusions detailed in Exhibit A, “Complete
Partner Under Billing and Overpayment Background, Discussion and Conclusion
Memo”, we concluded that an asset did not exist at any time during 2007 or 2008
as detailed in Issue No. 2 of Exhibit A, “Complete Partner Under
Billings and Overpayment Background, Discussion and Conclusion Memo.”

·                  We also noted approximately half of
your total 2008 under billings were comprised of 28 partners with balances in
excess of $20,000. We assume you had historical revenue data from these
partners which would have afforded you the ability to determine how long it
would have taken to recover these under billings or assess the realization of
the amounts owed to you, assuming you closely track sales data for your largest
partners. We calculated you recovered approximately 67% of the 2008 under
billings in the fourth quarter of 2008, and by the end of the first quarter of
2009 you collected approximately 84% of the under billings related to 2008.
Notwithstanding the above comments, it appears the collection of under billings
was reasonably assured as of December 31, 2008. If our reasoning and
calculations are valid, explain to us why such recoveries were not considered
previously realizable, especially from your largest partners, with a reserve
established for any amounts considered doubtful. Please advise or revise.

We concluded that an asset did not exist at any time
during 2007 or 2008 as detailed in Issue Nos. 1 and 2 of Exhibit A,
“Complete Partner Under Billings and Overpayment Background, Discussion and
Conclusion Memo.” While we recognize that reasonable individuals may have
different views regarding the interpretation of the facts and circumstances and
the related accounting model, we concluded that, due to the factors explained
in Exhibit A, an acceptable accounting model was fundamentally based upon
an evaluation of whether an asset existed at any time subsequent to our billing
error but prior to recovery of under billed amounts via renegotiated future
pricing with our fulfillment partners.

·                  Reference is made to the issue
involving the overpayment of costs of $787,000 to your partner. Similar to the
under billing issue, it would appear an asset existed for the overpayment of
the partn

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561      November 3, 2009
 By Facsimile and U.S. Mail

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

Re:  Overstock.com, Inc.
Form 10-K/A Amendment No. 1 for the Fiscal Year Ended  December 31, 2008 Filed March 5, 2009
            Form 10-Q for the Quarterly Period Ended June 30, 2009             Filed July 31, 2009             File No.  000-49799
Dear Mr. Byrne:

We have reviewed your supplemental response letters dated October 16, 2009,
and October 21, 2009, as well as your filing and have the following comments.  As noted
in our comment letter dated October 1, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.

Mr. Patrick M. Byrne
Overstock.com, Inc.
November 3, 2009 Page 2   Form 10-K/A Amendment No. 1 for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 47
 Critical Accounting Policies and Estimates, page 49

 Revenue recognition, page 49

1. We note your response to comment one of our letter dated October 1, 2009.  Please address the following:

• We note you generally randomly select the shipment tracking numbers for approximately 1200 orders.  Please explain to us what you mean by generally.  If your sample size is not random, then please explain to us how your sample is statistically valid.

• Of the orders shipped per month, please explain to us how many are core
versus partner shipments.  Of the core and partner shipments tell us approximately how many are Core Less-than-Truck Load (“LTL”) and Core UPS, and Partner LTL and Partner UPS.  If your core and partner orders are not distributed on a 25% LTL and UPS basis, then please explain to us how your sample size is sufficiently designed to produce a reasonably acceptable confidence interval.  Further, for the six months ended June 30, 2009 you derived approximately 82% of your net revenues from partner sales, although it appears your sample size of 1200 was evenly distributed between your partner and direct shipments.  In this regard, tell us the confidence interval your sample size provides and explain how you concluded your sample size is statistically sufficient.
2. We note your response to comment three of our letter dated October 1, 2009.  Please provide to us your entire SAB 104 revenue recognition analysis with respect to your international sales. Please advise if your customers specifically acknowledge that, upon delivery to the third party, you have no further obligation and the customer must look solely to the third party to obtain final delivery of the products.

Mr. Patrick M. Byrne
Overstock.com, Inc.
November 3, 2009 Page 3    Commentary – Gross Profit and Gross Profit Percentage, page 57

3. We note your response to comment seven of our letter dated October 1, 2009.  Please address the following:

• It appears you had an agreement already in place with respect to how you recover costs associated with the return of products.  Please refer to Section 3 of your Supplier Agreement provided to us in your response letter dated December 14, 2007.  Further, we note you negotiated a settlement in early November 2008 based on a current existing agreement  in place which
specified how return costs were to be recovered from your partners; and,  Section 1.11 of the agreement, provided for a contractual right of offset.  It appears you provided return processing services for your partners under contractual agreements, which resulted in net cash inflows to you.  The cash inflows were directly related to your past activities associated with the returns of your partner’s products.  See paragraph 28 of Statement of Financial Accounting Concepts No. 6.  Absent further substantial evidence, we are uncertain how you reached the conclusion that an asset did not previously exist or had not been earned.  Please explain in detail or revise your accounting.
• Please explain the basis for your statement that the amounts had not been earned as they were dependent on future sales; and, the accounting principle underlying your recognition of a past transaction based on a future sale.

• We also noted approximately half of your total 2008 under billings were
comprised of 28 partners with balances in excess of $20,000.  We assume you had historical revenue data from these partners which would have afforded you the ability to determine how long it would have taken to recover these under billings or assess the realization of the amounts owed to you, assuming you closely track sales data for your largest partners.  We calculated you recovered approximately 67% of the 2008 under billings in the fourth quarter of 2008, and by the end of the first quarter of 2009 you collected approximately 84% of the under billings related to 2008.  Notwithstanding the above comments, it appears the collection of under billings was reasonably assured as of December 31, 2008.  If our reasoning and calculations are valid, explain to us why such recoveries were not considered previously realizable, especially from your largest partners, with a reserve established for any amounts considered doubtful.  Please advise or revise.

Mr. Patrick M. Byrne
Overstock.com, Inc.
November 3, 2009 Page 4
• Reference is made to the issue involving the overpayment of costs of $787,000 to your partner.  Similar to the under billing issue, it would appear an asset existed for the overpayment of the partner cost due to the existence of your supplier agreement providing for the contractual right of offset.  We also note you were able to recovery these costs within a relatively short period subsequent to year end.  Please advise us why these costs were not booked as assets as of December 31, 2008 or revise.

• Please tell us if, and the extent of, your auditors’ national accounting office involvement in these issues during audit of your 2008 financial statements or the reviews of your fiscal 2009 quarterly filings.
4. We note as of the end of October 2008 you had determined the total net under billing amount and periods affected.  Please revise to disclose the total net under billing amount, periods impacted, and amounts forgiven.
5. It is not transparent that you have adjusted cost of goods sold for amounts your partners were contractually obligated to pay and which you forgave.  Please advise us of how you have recognized amounts forgiven and/or the accounting literature you are relying upon in not adjusting for amounts forgiven.
 Gross profit and gross profit percentage, page 61

6. We note your response to comment 11 of our letter dated October 1, 2009.  We do not believe your discussion of gross profit that you intend to cross-reference is comprehensive based upon the numerous reasons listed in your Form 10-K. Reference is made to your current disclosure, “[g]enerally, our overall gross profit percentages fluctuate based on several factors, including our product mix of sales; sales volumes mix within our direct business and fulfillment partners business; changes in vendor and / or customer pricing, including competitive pricing and inventory management decisions within the direct business; warehouse management costs; customer service co sts; and our discounted shipping offers.
Discounted shipping offers reduce shipping revenue, and therefore reduce our gross profit percentage on retail sales.”  Please revise your disclosure to quantify and discuss each of these individual business reasons which had an impact on your overall change in gross margin.   Please refer to Item 303(a) of Regulation S-K and our Release 33-8350.  Please show us in your response what the revised disclosure will look like.

Mr. Patrick M. Byrne
Overstock.com, Inc.
November 3, 2009 Page 5   Consolidated Statements of Operations, page F-4

7. We note your response to comment 18 of our letter dated October 1, 2009.  Your disclosure currently indicates depreciation expense is wholly included in technology and general and administrative expense.  Please revise your Critical Accounting Policies and Estimates on page 51 as well as your Summary of Significant Accounting Policies on page F-13, to disclose that you also include depreciation in sales and marketing expense and costs of goods sold.
 Reserve for returns, page F-15

8. We note your response to comment 22 of our letter dated October 1, 2009.  The changes in your allowance for sales returns related to amounts “charged to expense” and “deductions” as currently disclosed are materially different from your proposed revisions.   Please advise us why you believe correction in future filings is superior to filing an amendment.

Form 10-Q for the Quarterly Period Ended June 30, 2009

Note 2. Accounting Policies, page 8
Out of period adjustment, page 13
9. We note your response to comment 26 of our letter dated October 1, 2009.  The reclassification adjustments to stockholders’ deficit appear to be quantitatively material.  We are not persuaded that the understatement of your stockholders’ deficit based on your analysis of the quantitative and qualitative factors would not be material to a reasonable investor.   Please advise or revise.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Gross profit and gross margin, page 32

 10. We note your response to comment 28 of our letter dated October 1, 2009.  Please tell us specifically the date you detected the error.  We read your statement that you contacted the shipping carrier in February 2009 and it appears you had knowledge of the overbilling error prior to filing your Form 10-K/A for the year ended December 31, 2008.  Further, it appears the error is quantitatively material to your fiscal quarter ended March 31, 2009.  Please revise or explain your basis
for not recording the overbilling error in the period to which it related.  In addition, please tell us what impact this had on your assessment of the effectiveness of your controls and procedures.

Mr. Patrick M. Byrne
Overstock.com, Inc.      November 3, 2009 Page 6
 11. You disclose on page 32 that cost of goods sold was reduced by $2 million for the six months ended June 30, 2009 for recoveries from partners under billed in 2008 and the overbilling by a freight carrier for charges from the fourth quarter of 2008.  Your Form 10-K/A discloses billing recoveries of $1.8 million.  Please provide us a reconciliation of amounts recovered aggregating $3.8 million listing the amounts related to your partners, the amounts related to the freight carrier and the period recovered.
   As appropriate, please amend your filings and respond to these comments within 10 business days or tell us when you will provide us with a response.  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 me at (202) 551-3377 with any other questions.

   Sincerely,
                Andrew Mew
   Accounting Branch Chief

CORRESP
1
filename1.htm

Division
of Corporation Finance

Mail Stop 3561

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-0404

October 20,
2009

  Attention:

  Andrew
  Mew

  Accounting
  Branch Chief

  Division
  of Corporation Finance

  Re:

  Overstock.com, Inc.

  SEC Comment Letter dated October 1, 2009

  Form 10-K Amendment No. 1 for the fiscal year ended
  December 31, 2008; Filed March 5, 2009

  Forms 10-Q for the fiscal quarters ended June 30, 2009; Filed
  July 31, 2009

  File No. 0-49799

Dear
Mr. Mew:

We
write in response to your letter dated October 1, 2009 regarding the
above-referenced filings.  This letter supplements our letter to you dated
October 16, 2009, and responds to your comment No. 7 in your October 1,
2009 letter.

Commentary
— Gross Profit and Gross Profit Percentage, page 57

7.                                      We read your disclosure, “In
addition, during Q4 2008, we reduced Cost of Goods Sold by $1.8 million for
billing recoveries from partners who were under billed earlier in the year for
certain fees and charges that they were contractually obligated to pay. When
the under billing was originally discovered, we determined that the recovery of
such amounts was not assured, and that consequently the potential recoveries
constituted a gain contingency.  Accordingly,
we determined that the appropriate accounting treatment for the potential
recoveries was to record their benefit only when such amounts became realizable
(i.e., an agreement had been reached with the partner and the partner had the
wherewithal to pay). We are currently reviewing our policies and procedures
surrounding partner supplier cost updates and partner billing processes to
ensure that the amounts contractually negotiated are billed in a complete and
timely manner. We may have further billing recoveries from our partners in the
future that we will seek to recover.” Please address the following:

Confidential Treatment Requested

By Overstock.com, Inc.

Identifying number OSTK

1

Before addressing each of the comments individually,
we thought it helpful to detail the background facts related to the fulfillment
partner under billing as follows:

At
the beginning of 2008, we engaged an external process improvement consulting
firm to assist us in identifying operational improvements related to our
warehouse operations and our returns process.

In
late June 2008, we provided the returns data for one of our larger
fulfillment partners to the consulting firm.
The consulting firm was working directly with both our fulfillment
partner and a Company employee in doing some analysis regarding the historical
data. The fulfillment partner provided us with a record of the returns of
merchandise originally sold and returned through Overstock.com which did not
match the operational data that we had internally generated and provided to the
consultants.  We assumed that the
fulfillment partner data came from the billing statements we provided to them
as fulfillment partner billing transactions are created systematically through
an automated process.  We compared our
operational data to the billing statements for this fulfillment partner and
discovered that we were not billing them for a portion of return costs related
to Overstock.com’s cost and handling of their returned products.  We assumed, then, that the under billing
related to this partner was also likely potentially occurring with other
fulfillment partners as well and upon further review, verified that this was
the case.

We
spent the next few months (July-October of 2008) reviewing our entire
partner billing process to determine what had changed in our system to cause
the under billing issues. During that process, we identified the cause of the
under billing issue, as well as some smaller over billing issues, leaving a net
under billing to our partners. We then determined the time period that this
related to, and quantified the amount of the under billing by partner. By the
end of October we had remediated the issues in our system, and we had
determined that these operational issues occurred from January 2007 until
our final correction and remediation in October 2008. The total net under
billing was [Note 1] and related to 1,198 partners.  Pursuant to your request and Rule 12b-4
under the Exchange Act, we are providing to you supplementally a schedule of
the affected partners and net under billing amounts, which we request that you
return to us upon the conclusion of your review.

During
the first two weeks of November, we began to contact partners to notify them of
the under billing issue and to begin our negotiations with each one regarding
the possibility of recovering certain of the under billing amounts. We provided
to each partner a detail of the net under billing transactions so that they
could review and respond to us regarding any questions or concerns.  In our original correspondence, we offered to
forgive all 2007 under billing amounts if they would negotiate with us for the
under billing amounts related to 2008. We also offered to deduct these amounts
from our remittances to partners from our future sales of their products on our
website. For the few larger fulfillment partners with net under billings
greater than $20,000 during 2008, we set up conference calls with our SVP of
Finance and SVP of Merchandising to contact each fulfillment partner directly
to discuss the issues, answer any questions and negotiate

Confidential Treatment Requested

By Overstock.com, Inc.

Identifying number OSTK

2

recovery
of the under billings.  For the many
smaller fulfillment partners, our partner account managers and our
merchandising employees who work closely with these partners on a day-to-day
basis also contacted them to discuss questions and concerns.  Many partners also called their respective
partner account manager directly once they received our notice.  We then gave them some time to review the
supporting documentation that we had provided and to respond to us to discuss
the final resolution of this matter.

The
negotiations with our 1,198 fulfillment partners took substantial time and
effort [Note 2].  In each case we were
balancing our desire to recover the under billings with our desire to maintain
the relationship with our fulfillment partners.

During
Q4 2008, we were able to reach a tentative or general understanding with most
of our partners on an amount of under billings that we would be able to recover
and the time line to deduct these amounts from our future sales of their
products on our website. [Note 3].  We ultimately
recovered $1.8 million in Q4 2008, $460,000 in Q1 2009, $80,000 in Q2 2009,
$40,000 in Q3 2009, and estimate an additional $34,000 in Q4 2009, at which
time the majority of previous under billings will have been recovered or
written off.

Following
are specific answers to your questions:

·                  Summarize for us when and how the
under billing issue was originally discovered and what financial periods were
affected by this issue. Please be detailed in your response.

See the background section detailed above.

The period affected by the under billing
occurred was between January 2007 until our final resolution of the system
issues in October 2008.

·                  Please explain to us the nature
of the fees and charges your partners were contractually obligated to pay. Tell
us if such amounts were related to reimbursements due from your fulfillment
partners made in connection with the refund and credit errors.

The
nature of the fees and charges our partners were contractually obligated to pay
were: 1) return processing fees for returned product processed at our
warehouse; 2) reimbursement of return-related shipping costs; and 3) product
costs, in the case that product was determined to be defective or damaged when
the customer received it, and as a result, the product was returned to the
fulfillment partner.  The fees that we
had over billed were primarily related to reimbursement of shipping costs that
we had improperly billed to them based on the terms of our agreement. Note that
the net under billings were not directly related to the refund and credit
errors.

Confidential Treatment Requested

By Overstock.com, Inc.

Identifying number OSTK

3

·                  Citing for us the relevant GAAP literature, explain to us why this
under billing error was not previously corrected in your restated December 31,
2007 Form 10-K, and your March 31, 2008, and June 30, 2008 Forms
10-Q.

When determining the appropriate accounting
treatment for the potential under billing recoveries, we first considered the
basic definition of an asset as contained in the Statement of Financial
Accounting Concepts No. 6, Elements of Financial
Statements.  Paragraph 25 of
that statement defines assets as “probable future economic benefits obtained or
controlled by a particular entity as a result of past transactions or events.”

At the time the under billing situation was
identified and quantified, we determined that the future economic benefit
associated with the issue (i.e., the recovery of cash from our fulfillment
partners) was not controlled by Overstock.com as such benefit was dependent
upon 1) reaching an agreement with our billing partners based upon a new
negotiation for the recovery of under billings, and 2) the future sale of
partner products on our website.  Our
billing partners were under no obligation to either enter into these
negotiations or to offer products for sale on our website in the future.  We believe that most of our fulfillment
partners are distributors operating under thin gross margins without
significant amounts of cash in reserve to be able to pay for amounts that are
not billed in the ordinary course of business.
As such, we believe that there was little likelihood of being able to
recover the under billing amounts under the original contractual terms of our
partner arrangements.

We also determined that the future economic
benefit associated with the under billing issue was not solely a result of past
transactions or events as specified in Concepts Statement No. 6.  Although there is not a significant amount of
authoritative guidance in this area, we drew an analogy to two other areas of
accounting.  In the area of revenue
recognition, gains or benefits related to sales transactions can only be
recognized when persuasive evidence of an arrangement exists.  As previously stated, we believe that our
partners assumed that the amounts due to Overstock.com were based upon the
amounts shown in the partner billing statements, irrespective of the
contractual terms entered into by the parties.
We believe that at the time the under billings were discovered, an
arrangement with the partners did not exist that would result in future economic
benefit to the Company beyond the amounts originally billed.

We also considered authoritative guidance in
the areas of sale/leaseback transactions and disposition of assets.  In these areas, significant future
participation by the seller related to the transaction in question mandate that
the economic benefits associated with such transactions be deferred until such
time as the future participation has been satisfied.  We considered the fact that, even after
coming to an agreement with our partners for the reimbursement of certain of
the under billing amounts, the partner was under no obligation to continue to
list its products for sale on our website.
Conversely, Overstock.com had significant

Confidential Treatment Requested

By Overstock.com, Inc.

Identifying number OSTK

4

participation in the transactions and events
that could potentially give rise to the recoveries based on its obligation to
list and sell the partners’ products on our website (with all correspondent
processes related to our partner business).

As specific evidence of the fact that the
future economic benefits associated with the under billing issue were not in
the control of the Company, we note that we were only able to negotiate with
our partners to potentially receive $2.4 million of the total [Note 4] of under
billings.  We also note that such
recoveries were only achieved after the two events which occurred in the fourth
quarter of 2008 and subsequent to that date, namely the negotiation of a
settlement amount with our partners and the sale of partner merchandise on our
website.  Based upon these factors, we
determined that it was inappropriate to record the benefits associated with the
recoveries in our financial statements as of and for the periods ended December 31,
2007, March 31, 2008 and June 30, 2008.

·                  Explain to us how many
fulfillment partners were under billed and the amount of under billing per
fulfillment partner. In this regard, please provide to us a list of the under
billed fulfillment partners. Please ensure the list contains the names of the
fulfillment partners and the amount of original under billing per partner. In
your response, tell us the total amount and timing of collections to date, by
fiscal quarter, from your fulfillment partners subsequent to the discovery of
this issue.

At the end of October 2008, we had
determined that these under billed amounts occurred between January 2007
until October 2008, and the total net under billing was [Note 5], which
related to 1,198 partners.  Pursuant to
your request and Rule 12b-4 under the Exchange Act, we are providing to
you supplementally a schedule of the affected partners and net under billing
amounts, which we request that you return to us upon the conclusion of your
review.  The total amount and timing of
collections to date, by fiscal quarter, from our fulfillment partners
subsequent to the discovery of this issue is set forth in the last paragraph of
the background facts described above.

·                  Please tell us the relevant GAAP
literature supporting such under billing recoveries as a gain contingency.
Further, please explain why such recoveries were not previously considered
realizable and accrued with a provision for amounts estimated to be uncollectible.

Please see our response to the third bullet
point of this comment.

After
we determined that the potential recovery of the under billing amounts did not
qualify as an asset, we considered the significant uncertainty around the
amounts involved and their ultimate resolution, and determined that this was a
contingency that needed to be reviewed under Statement of Financial Accounting
Standards No. 5, Accounting for
Contingencies (“SFAS No. 5”) or ASC 450-30-25.  SFAS No. 5 or ASC 450-30-25 defines a
contingency as “an existing condition,

Confidential Treatment Requested

By Overstock.com, Inc.

Identifying number OSTK

5

situation,
or set of circumstances involving uncertainty as to possible gain or loss to an
enterprise that will ultimately be resolved when one or more future events
occur or fail to occur.” We believe that this definition of contingency
accurately depicts the circumstances that existed around this issue.

FASB
Concepts Statement No. 5,  Recognition and Measurement in Financial Statements of a Business
Enterprise provides further guidance for the recognition of gains by
specifying that the recognition of a gain involves the consideration of whether
or not an asset is 1) realized or realizable and 2) earned.  As previously stated, we do not believe that
the future economic benefits related to the potential recovery of under billed
amounts constituted an asset until the recovery amounts had been negotiated
with the partners and Overstock.com had taken the actions necessary to make
such assets realizable (i.e., sold the partners’ future products on our
website).  We believe that even after the
recovery amounts had been negotiated with the partners, the future economic
benefits related to the recoveries did not constitute an asset or a gain to the
Company as the amounts had not been

CORRESP
1
filename1.htm

DIVISION
OF

CORPORATION FINANCE

Mail Stop 3561

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549-0404

  Attention:

  Andrew
  Mew

  Accounting
  Branch Chief

  Division
  of Corporation Finance

  Re:

  Overstock.com, Inc.

  SEC
  Comment Letter dated October 1, 2009

  Form 10-K
  Amendment No. 1 for the fiscal year ended December 31, 2008; Filed
  March 5, 2009

  Forms
  10-Q for the fiscal quarters ended June 30, 2009; Filed July 31,
  2009

  File
  No. 0-49799

Dear
Mr. Mew:

We
write in response to your letter dated October 1, 2009 regarding the
above-referenced filings.  The following
responses are numbered to correspond to the Staff’s comments:

Form 10-K/A Amendment No. I
for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 47

Critical
Accounting Policies and Estimates, page 49

Revenue
recognition, page 49

1.                               Reference is made to your
disclosure which indicates your actual shipping times may differ from your
estimates. We also note your disclosure on page 11 that customers can
track the shipping status of their packages through links you provide on your
website. Consequently, it would appear you are closely monitoring the shipping
and delivery status of customer packages. Please explain what effect this
tracking system has had on your ability to estimate
and track actual delivery times. In this regard, we assume you are
using this tracking information to refine your estimates of delivery times used
to calculate your deferred revenue. Please be detailed in your response.

In response to your question, we confirm that
we are using actual tracking information to refine our estimates of delivery
times used to calculate deferred revenue.

As detailed in our March 11, 2008
response to a prior SEC comment letter, we use this actual tracking data to
review and update our Adjusted Transit Time Schedule by State and by Carrier
Type (“Transit Time Schedule”) each reporting period. The Transit Time Schedule
is used in our analysis to determine an estimated amount of merchandise sales
to be deferred at each reporting period.

1

The Transit Time Schedule is initially based
on our carriers’ published transit time tables by the delivery destination
state/zone for the shipping carrier types of Less-than-Truck Load (“LTL”) and
United Parcel Service (“UPS”) for both Core and Fulfillment partner
deliveries.  Core deliveries are those
sales fulfilled from OSTK’s leased warehouse; Fulfillment partner sales are
fulfilled by the Company’s partners.  For
both Core and Partner sales, the products may be shipped by either LTL or UPS
shipment carriers.

The published transit times are then adjusted
quarterly for actual transit times recently experienced by the Company at the
end of each quarter using the shipping status data for a sample of actual
orders occurring within 30 days of quarter end.
We perform the following procedures to adjust our estimated Transit Time
Schedule’s transit times for each delivery state, carrier type and fulfillment
source:

·                  For the month prior to
quarter end cut-off, as it is the most recent actual shipping data, we
generally randomly select the shipment tracking numbers for approximately 1,200
orders, of which approximately 25% are Core LTL, 25% are Core UPS, 25% are
Partner LTL and 25% are Partner UPS.

·                  We then obtain actual
shipping status data provided by the shipping carriers for the above sampled
shipment tracking numbers and determine the delivery date for each of these
individual shipments and the number of in-transit delivery days.  The shipments’ transit delivery days are then
aggregated by delivery destination state and an average number of in-transit
delivery days is determined for each delivery destination state.

We then review and update the Transit Time
Schedule for the delivery destination state based on this recent actual
experience detailed in the above sample. An overall average of transit delivery
days for all delivery states for each carrier type and fulfillment source in
the Transit Time Schedule is also compared to the same overall average for the
sampled orders detailed above.  The
adjusted Transit Time Schedule by state and by carrier type is the basis for determining
our quarterly deferred revenue adjustment.
We consider only working days to determine average shipping transit days
in our Adjusted Transit Time Schedule by State and Carrier Type.  The following table shows the average
shipping transit days by fulfillment source and shipping carrier type:

Average Shipping Transit Days

  2008

  2009

  Q1

  Q2

  Q3

  Q4

  Q1

  Q2

  Core

  UPS

  5.6

  5.6

  5.6

  5.0

  5.0

  4.9

  LTL

  6.0

  6.0

  6.0

  7.4

  6.9

  6.1

  Partner

  UPS

  5.7

  5.7

  5.7

  4.9

  4.9

  4.9

  LTL

  5.1

  5.1

  5.1

  6.0

  5.8

  5.8

2

Our method of using recently experienced
actual tracking information to refine our estimates of delivery times to
calculate deferred revenue has not materially changed since initiation in Q4
2007.

2.                                    Please explain to us any
significant variances observed with regard to your actual versus estimated
shipping times for the year ended December 31, 2008, and for the quarters
ended March 31, 2009, and June 30, 2009. In this regard, please
summarize for us the results of your analysis including adjustments to revenue
and deferred revenue, and explain
to us the reasons for any material variances observed.

As
detailed in the response to comment No. 1 above, we review and update our
shipping transit time estimates on a quarterly basis based on our actual
transit time experience.

Because
we ship on average approximately 500,000 packages each month, it is not
feasible to track the actual shipping times for all packages that may be in
transit at period end.  The purpose of
the procedures described in our response to comment No. 1 is to refine our
estimate of shipments in transit at period end based on actual recent
experience of a sample of shipments.
This estimate is then used to determine the amount of revenue and cost
to defer at each period end for shipments in transit.  We believe that these procedures result in an
estimate that does not differ materially from the actual amount of undelivered
shipments (in terms of dollars of revenue and cost).

3.                               We note you began shipping to
international destinations in August 2008. Please explain to us and expand
your disclosure to indicate what effect this has had on your ability to
estimate shipping times and deferred revenue.

We
use a US-based third party to provide the payment and fulfillment logistics for
all international orders.  We ship all
international orders to the third party’s US shipping facility located on the
east coast of the US, where the third party takes title and risk of loss to the
product upon delivery.  We believe that
revenue is appropriately recognized by the Company at this time based on the
requirements of SAB 104.  The third party
then fulfills the order to the international customer.

We recognize revenue on these sales upon delivery to
the third party’s US shipping facility, using the same delivery estimate for it
that we use for other customers in the same geographical area (described under
comment No. 1 above).  Consequently,
the sales destined internationally have had no affect on our ability to
estimate shipping times and deferred revenue.
As a result, we do not believe that additional disclosure would assist
financial statement users.

4.                               Please expand your disclosure
here and elsewhere such as with regards to your discussion of the reserve for
returns to discuss how accurate your
estimates and assumptions have been in the past and whether they are
likely to change in the future. Refer to our Release 33-8350.

In
response to your comment, in future filings we propose to modify our
disclosures as follows (see proposed modifications underlined):

3

Reserve for returns

Total revenue is recorded net of estimated returns.
The Company maintains a reserve for returns based on estimates of future
product returns related to current period revenues and historical returns
experience. The Company analyzes actual historical returns, current economic
trends and changes in order volume and acceptance of its products when
evaluating the adequacy of the sales returns reserve in any accounting
period.  The Company’s actual product
returns have not differed materially from its estimates.  The Company is not currently aware of any
trends that it expects would significantly change future returns experience
compared to historical experience. The reserve for returns was
$6.9 million and $5.1 million at December 31, 2007 and 2008,
respectively.

The
proposed modification will be updated for each reporting period based on our
actual experience.

Reserve for obsolete and damaged
inventory, page 52

5.                               Reference is made to your risk factor related to your
inventory on page 22. Please explain to us and disclose how you account
for inventory shrinkage. In this regard, please disclose how often you measure
actual shrinkage and adjust your estimates; indicate how accurate your
estimates have been in the past.

Our
warehouse staff conducts daily cycle counts, counting all inventory SKU’s
within our warehouses at least once every 90 days, and more frequently for high
value product SKU’s or high volume SKU activity. Our warehouse staff also
conducts a full physical inventory count at year-end while the warehouses are
completely shutdown.

We
record inventory shrinkage adjustments monthly, based upon these counts. Our
average monthly shrinkage recorded during the year ended December 31, 2008
was approximately $6,227 and for the entire year was only $74,727. The year-end
2008 count resulted in a shrinkage adjustment of $4,521.

As
our inventory shrinkage has historically been insignificant, we do not maintain
a reserve for shrinkage, and do not believe that a discussion of our accounting
policy would assist financial statement users. However, as with any company
that has inventory, we believe there is risk of inventory shrinkage, and
accordingly have included it in with our discussion of various other inventory
risks in the referenced risk factor. If we do experience significant inventory
shrinkage in the future, we confirm that we will discuss it in our filings.

4

Internal-Use
Software and Website Development, page 53

6.                                    Please disclose the underlying
reasons for the significant increase in capitalized costs associated with your
internal-use software and website development for the year ended December 31,
2008.

During the years ended December 31, 2007
and 2008, we capitalized $2.0 million and $9.0 million, respectively,
of costs associated with internal-use software and website development, both internally
developed and acquired externally.

This
increase in capitalized internal-use software tracked our overall other
categories of expenditures for capital expenditures in total as detailed in the
table below:

  Year ended December 31,

  (in thousands)

  2006

  2007

  2008

  Cash expenditures for fixed assets

  $

  1,741

  $

  643

  $

  9,690

  Cash expenditures for internal-use software and
  website development

  $

  21,700

  $

  2,000

  $

  9,000

  Total expenditures

  $

  23,441

  $

  2,643

  $

  18,690

Prior
to the beginning of 2007, the Company had experienced periods of high sales
growth and consequently invested heavily in both fixed assets and internal-use
software expenditures to meet this increased growth in sales to date and
anticipated increased sales growth in the future.  However, in 2007, the Company’s sales growth
began to slow and management determined that expenditures for fixed assets and
internal-use software made in the prior years were sufficient to meet the new
level of sales growth and as such made minimal capital expenditures during that
year.

The increase of costs associated with
internal-use software and website development in 2008 is primarily due to our
initiation of new internal-use software projects designed to improve the
customer experience and increase sales revenue.
We also purchased approximately $3.0 million of additional software
licenses for our ERP system.

In response to your comment, in future
filings we propose to modify our disclosures as follows:

During the years ended December 31,
2007 and 2008, we capitalized $2.0 million and $9.0 million, respectively, of
costs associated with internal-use software and website development, both
internally developed and acquired externally.
The increase of costs associated with internal-use software and
website development is primarily due our initiation of new internal-use
software projects designed to improve the customer experience and increase
sales revenue.  The increase was also due
to approximately $3.0 million of additional software licenses for our ERP
system.

5

Commentary
— Gross Profit and Gross Profit Percentage, page 57

7.                                    We read your disclosure, “In
addition, during Q4 2008, we reduced Cost of Goods Sold by $1.8 million for
billing recoveries from partners who were under billed earlier in the year for
certain fees and charges that they were contractually obligated to pay. When
the under billing was originally discovered, we determined that the recovery of
such amounts was not assured, and that consequently the potential recoveries
constituted a gain contingency.
Accordingly, we determined that the appropriate accounting treatment for
the potential recoveries was to record their benefit only when such amounts
became realizable (i.e., an agreement had been reached with the partner and the
partner had the wherewithal to pay). We are currently reviewing our policies
and procedures surrounding partner supplier cost updates and partner billing
processes to ensure that the amounts contractually negotiated are billed in a
complete and timely manner. We may have further billing recoveries from our
partners in the future that we will seek to recover.” Please address the
following:

·                 Summarize
for us when and how the under billing issue was originally discovered and what
financial periods were affected by this issue. Please be detailed in your
response.

·                 Please
explain to us the nature of the fees and charges your partners were
contractually obligated to pay. Tell us if such amounts were related to reimbursements
due from your fulfillment partners made in connection with the refund and
credit errors.

·                 Citing
for us the relevant GAAP literature, explain to us why this under billing error
was not previously corrected in your restated December 31, 2007 Form 10-K, and
your March 31, 2008, and June 30, 2008 Forms 10-Q.

·                 Explain
to us how many fulfillment partners were under billed and the amount of under
billing per fulfillment partner. In this regard, please provide to us a list of
the under billed fulfillment partners. Please ensure the list contains the
names of the fulfillment partners and the amount of original under billing per
partner. In your response, tell us the total amount and timing of collections
to date, by fiscal quarter, from your fulfillment partners subsequent to the
discovery of this issue.

·                 Please
tell us the relevant GAAP literature supporting such under billing recoveries
as a gain contingency. Further, please explain why such recoveries were not
previously considered realizable and accrued with a provision for amounts
estimated to be uncollectible.

·      Also, tell us why your September 30, 2008
Form 10-Q did not disclose a gain contingency. Ref

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
         Mail Stop 3561

       October 1, 2009

By Facsimile and U.S. Mail

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

Re:  Overstock.com, Inc.
Form 10-K/A Amendment No. 1 for the Fiscal Year Ended  December 31, 2008 Filed March 5, 2009
            Form 10-Q for the Quarterly Period Ended June 30, 2009             Filed July 31, 2009             File No.  000-49799
Dear Mr. Byrne:
             We have reviewed your filings and have the following comments.  We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.                Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on a ny other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.
Form 10-K/A Amendment No. 1 for the Fiscal Year Ended December 31, 2008

Mr. Patrick M. Byrne     Overstock.com, Inc.    October 1, 2009 Page 2

  Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
47
 Critical Accounting Policies and Estimates, page 49

 Revenue recognition, page 49

 1. Reference is made to your disclosure which indicates your actual shipping times may differ from your estimates.  We also note your disclosure on page 11 that customers can track the shipping status of their packages through links you provide on your website.  Consequently, it would appear you are closely monitoring the shipping and delivery status of customer packages.  Please explain what effect this tracking system has had on your ability to estimate and track actual delivery times.  In this regard, we assume you are using this tracking information to refine your estimates of delivery times used to calculate your deferred revenue.   Please be detailed in your response.
 2. Please explain to us any significant variances observed with regard to your actual versus estimated shipping times for the year ended December 31, 2008, and for the quarters ended March 31, 2009, and June 30, 2009.    In this regard, please summarize for us the results of your analysis including adjustments to revenue and deferred revenue, and explain to us the reasons for any material variances observed.
 3. We note you began shipping to international destinations in August 2008.  Please explain to us and expand your disclosure to indicate what effect this has had on your ability to estimate shipping times and deferred revenue.
 4. Please expand your disclosure here and elsewhere such as with regards to your discussion of the reserve for returns to discuss how accurate your estimates and assumptions have been in the past and whether they are likely to change in the future. Refer to our Release 33-8350.

Reserve for obsolete and damaged inventory, page 52

5. Reference is made to your risk factor related to your inventory on page 22.  Please explain to us and disclose how you account fo r inventory shrinkage.  In this regard,
please disclose how often you measure actual shrinkage and adjust your estimates; indicate how accurate your estimates have been in the past.
   Internal-Use Software and Website Development, page 53

Mr. Patrick M. Byrne     Overstock.com, Inc.    October 1, 2009 Page 3

 6. Please disclose the underlying reasons for the significant increase in capitalized costs associated with your internal-use software and website development for the year ended December 31, 2008.
 Executive Commentary, page 57

 Commentary – Gross Profit and Gross Profit Percentage, page 57

 7. We read your disclosure, “In addition, during Q4 2008, we reduced Cost of Goods Sold by $1.8 million for billing recoveries from partners who were under billed earlier in the year for certain fees and charges that they were contractually obligated to pay. When the under billing was originally discovered, we determined that the recovery of such amounts was not assured, and that consequently the potential recoveries constituted a gain contingency.  Accordingly, we determined that the appropriate accounting treatment for the potential recoveries was to record their benefit only when such amounts became realizable (i.e., an agreement had been reached with the partner and the partner had the wherewithal to pay). We are currently reviewing our policies and procedures surrounding partner supplier cost updates and partner billing processes to ensure that the amounts contractually negotiated are billed in a complete and timely manner. We may have further billing recoveries from our partners in the future that we will seek to recover.”  Please address the following:

• Summarize for us when and how the under billing issue was originally discovered and what financial periods were affected by this issue.  Please be detailed in your response.

• Please explain to us the nature of the fees and charges your partners were contractually obligated to pay.  Tell us if such amounts were related to reimbursements due from your fulfillment partners made in connection with the refund and credit errors.

• Citing for us the relevant GAAP literature, explain to us why this under billing error was not previously corrected in your restated December 31, 2007 Form 10-K, and your March 31, 2008, and June 30, 2008 Forms 10-Q.

• Explain to us how many fulfillment partners were under billed and the amount of
under billing per fulfillment partner.   In this regard, please provide to us a list of the under billed fulfillment partners.  Please ensure the list contains the names of the fulfillment partners and the amount of original under billing per partner.  In your response, tell us the total amount and timing of collections to date, by fiscal quarter, from your fulfillment partners subsequent to the discovery of this issue.

Mr. Patrick M. Byrne     Overstock.com, Inc.    October 1, 2009 Page 4

 • Please tell us the relevant GAAP literature supporting such under billing recoveries as a gain contingency.  Further, please explain why such recoveries were not previously considered realizable and accrued with a provision for amounts estimated to be uncollectible.

• Also, tell us why your September 30, 2008 Form 10-Q did not disclose a gain contingency.  Refer to paragraph 17.b of SFAS no. 5.

• Reference is made to your Supplier Agreement you provided to the Staff in your letter to us dated December 14, 2007, see section 1.11.  It appears you have the ability to offset receivables and payables due from/to your fulfillment partners.  In this regard, we assume this feature would strengthen your ability to realize under-billings at the point they were incurred.  Accordingly, explain to us how you concluded prior recognition was not appropriate.  We may have further comment.

• Reference is made to your statement, “[w]e may have further billing recoveries from our partners in the future that we will seek to recover.”  Please explain in detail what you mean by this statement and quantify for us any additional recoveries you may have discovered.

• Tell us why you have not been able to quantify all billing recoveries from your partners in a timely manner.  Please also explain what effect this has had on your officers’ conclusions regarding the effectiveness of your disclosure controls and procedures as of December 31, 2008.  See Item 307 of Regulation S-K.  We may have further comment.
 8. Given the significant decrease in gross profit due to higher product and freight costs, please separately quantify the amount of the change due to higher product costs and freight costs.  Please refer to our Release 33-8350.

Commentary – Contribution and Contribution Percentage, page 58

9. Please revise your disclosure to label “contribution” and “contribution percentage” non-GAAP financial measures and to provide the disclosures required by Item 10(e) of Regulation S-K.  Furthermore, please ensure your disclosure contains a detailed discussion of:

• the manner in which management uses the non-GAAP measure to conduct or evaluate its business;
• the economic substance behind management's decision to use such a measure;
• the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure;

Mr. Patrick M. Byrne     Overstock.com, Inc.    October 1, 2009 Page 5

 • the manner in which management compensates for these limitations when using the non-GAAP financial measure; and
• the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

See also Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures (Non-GAAP FAQ), which is available on our website – www.sec.gov
.
 Results of Operations, page 61

 Comparison of Years Ended December 31, 2007 and 2008, page 61

 Revenue, page 61

 10. Please revise to discuss the underlying reasons for the changes in revenue between periods and quantify the impact of each factor to provide your readers with better insight into the underlying reasons for the changes.  For example, include in your disclosure a discussion of the impact on changes in revenues from your auction and real estate listing businesses as well as international business sales.   Refer to Item 303(a)(3) of Regulation S-K.
 Gross profit and gross profit percentage, page 61

 11. Reference is made to your statement, “[g]enerally, our overall gross profit percentages fluctuate based on several factors, including our product mix of sales; sales volumes mix
within our direct business and fulfillment partners business; changes in vendor and / or customer pricing, including competitive pricing and inventory management decisions within the direct business; warehouse manageme nt costs; customer service costs; and our
discounted shipping offers. Discounted shipping offers reduce shipping revenue, and therefore reduce our gross profit percentage on retail sales.”  While this information is helpful, where possible, the incremental impact of each individual business reason on the overall change in gross profit should be discussed and quantified.  Please revise accordingly.  Please refer to Item 303(a) of Regulation S-K and our Release 33-8350.
      Liquidity and Capital Resources, page 70

Current sources of liquidity, page 70

Mr. Patrick M. Byrne     Overstock.com, Inc.    October 1, 2009 Page 6

 12. Please tell us and disclose the reason for the establishment of a reserve on credit card remittances.  Indicate the impact on your cash flow, that is, if chargebacks are currently charged to your account and will continue to be charged to your account or the reserve.  Further, please tell us and revise the notes to your financial statements to include your accounting policy for chargebacks and accrual of related fees.
 13. We note that you have repurchased stock pursuant to a January 14, 2008 authorization from your Board of Directors.  We believe that your discussion of material changes in
your capital structure should not only explain what changed, but should also analyze the
underlying factors behind these changes, including how these changes fit into management’s overall business plan and the current economic environment.  See our Release 33-8350.   Please revise your disclosure accordingly and show us what your disclosure will look like revised.
 Contractual Obligations and Commitments, page 72

 14. Please tell us or revise to include other long-term liabilities on balance sheet are included in your contractual obligations table.   Refer to Item 303(a)(5) of Regulation S-K.
 Non-GAAP Financial Measures, page 75

 15. You have presented a non-GAAP measure Adjusted EBITDA.  It appears you are using the measure to evaluate performance.  To the extent you use a non-GAAP measure to evaluate performance; you must demonstrate the usefulness of a measure that excludes recurring items such as stock-based compensation expense, and depreciation and amortization.  Accordingly, please ensure your disclosure contains a detailed discussion of:

• The material limitations associated with use of the non-GAAP financial measure and the manner in which management compensates for these limitations when using the non-GAAP financial measure.
• The manner  in which management uses the non-GAAP measure to conduct or
evaluate  its business.

Your current disclosures regarding the reasons for presenting this non-GAAP measure appear overly broad considering that companies and investors may differ as to which items warrant adjustment.  Additionally, it is unclear why certain excluded items should not be considered in assessing your performance as several appear to be recurring and integral to your performance.  For example, it is unclear to us why amortization of internal-use software and website development is not relevant for investors considering that the use of these assets contributes to generating revenue.  Similarly, it is unclear why excluding stock-based compensation is appropriate considering that offering your employees equity instruments appears to be a key incentive offered in the achievement of

Mr. Patrick M. Byrne     Overstock.com, Inc.    October 1, 2009 Page 7

 your goals as an organization.  See Item 10( e) of Regulation S-K and Question 8 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures (Non-GAAP FAQ), which is available on our website – www.sec.gov
.

16. Your disclosure that Adjusted EBITDA is a reasonable measure of actual cash used or
cash generated by the continuing operations of your business indicates Adjusted EBITDA is also being used as a liquidity measure.  As such, please revise your disclosure to include a reconciliation to the most directly comparable GAAP measure cash flows from operating activities. For additional information see our Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.
 Consolidated Balance Sheets, page F-3

 17. Reference is made to deferred revenue totaling $22.9 million and $19.0 million for the years ended December 31, 2007, and December 31, 2008, respectively.  Please explain to us why deferred revenue decreased as of December 31, 2008 given your apparent increase in total revenues for the year ended December 31, 2008.  In this regard, please expand your discussion of results of operations to the extent, for example, your estimated delivery date was adjusted at year end based on a change in any of the factors used to determine average shipping transit times.
 Consolidated Statements of Operations, page F-4

 18. We note your discussion of operating expenses on page 51.  In this regard, it appears depreciation and amortization is classified within technology, and general and administrative expenses; and excluded from cost of goods sold.  If depreciation expense is excluded from cost of goods sold, then please revise the description of the cost of goods sold line item to comply with SAB Topic no. 11.B.  Please advise us, or revise.
 19. We note some of your direct and fulfillment partner revenue is recorded on the net basis a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561           April 2, 2009  Mr. Stephen Chesnut Senior Vice President, Finance Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121
 Re: Overstock.com, Inc.
  Item 4.01 Form 8-K
  Filed March 24, 2009   File No. 000-49799

Dear Mr. Chesnut:   We have completed our review of your Form 8-K and have no further comments at this time.
Sincerely,   Ta Tanisha Meadows
        Staff Accountant

CORRESP
1
filename1.htm

[Letterhead of Overstock.com, Inc.]

December 3, 2008

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street NE

Washington,
DC  20549-7010

Attention:      Alexandra M. Ledbetter

  Re:

  Overstock.com, Inc.

  Registration
  Statement on Form S-3

  File
  No. 333-153087

Ladies
and Gentlemen:

The
undersigned, Overstock.com, Inc. (the “Company”), pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, hereby requests that
the effective date of the above-referenced Registration Statement on Form S-3
be accelerated to 4:30 p.m. eastern time on December 5, 2008, or as
soon thereafter as practicable.

The
Company acknowledges that (i) should the Securities and Exchange
Commission (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; (ii) 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 (iii) 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.

  OVERSTOCK.COM, INC.

  By:

  /s/ David K. Chidester

  David K. Chidester

  Senior Vice President,
  Finance

Mail Stop 3561         September 15, 2008  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 August 19, 2008   File No. 333-153087

Dear Mr. Byrne:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Exhibit 5.1

1. We note the statement in the last paragr aph of counsel’s opinion that “[t]he
opinions expressed herein are given as of the date hereof, and we undertake no,
and hereby disclaim any, obligation to advise you of any change in any matter set
forth herein.”  Please request that counsel file an opinion dated as of the effective
date or remove the disclaimer regard ing counsel’s obligation to update the
opinion.  Moreover, the disclaimer should be revised so that it is consistent with
your obligation to file updated legal opi nions at the time of each take-down.

Patrick M. Byrne
Overstock.com, Inc.
September 15, 2008 Page 2

2. The legal opinion provided to you by counsel expresses its opinion only as to the
“General Corporation Law of the State of Delaware.”  Pl ease have counsel
confirm for us in writing that the lega lity opinion concurs with our understanding
that the reference and limitation to the General Corporation Law of the State of
Delaware includes the statutory provisions and also all applicab le provisions of
the Delaware Constitution and the reported judicial cases interpreting those laws
currently in effect.  Please file th is confirmation as correspondence on the
EDGAR system.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 comment s 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.

Patrick M. Byrne
Overstock.com, Inc. September 15, 2008 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Alexandra M. Ledbetter , Attorney-Advisor, at (202) 551-3317,
Ellie Bavaria, Special Counsel, at (202) 551-3238, or me at (202) 551-3725 with any questions.
      S i n c e r e l y ,

        H. Christopher Owings
Assistant Director
  cc: Thomas W. Adkins  Bracewell & Giuliani LLP  Facsimile No. (512) 479-3940

Mail Stop 3561

       March 17, 2008

By Facsimile and U.S. Mail

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

Re:  Overstock.com, Inc.       Form 10-K/A for the Fiscal Year Ended December 31, 2006             Forms 10-Q/A for Fiscal Quarters Ended September 30, 2007,              June 30, 2007 and March 31, 2007             File No.  0-49799
Dear Mr. Byrne:
             We have completed our review  of your Form 10-K/A and related filings and have no
further comments at this time.             S i n c e r e l y ,                M i c h a e l  M o r a n              Accounting Branch Chief

CORRESP
1
filename1.htm

March 14, 2008

By EDGAR and by Facsimile to (202) 772-9202

Securities and Exchange Commission

100 F Street

Washington, D.C.  20549

  Attention:

  Millwood Hobbs

  Staff Accountant

  Division of Corporation Finance

  Re:

  Overstock.com, Inc.

  SEC Comment Letter dated November 15, 2007

  Form 10-K for the fiscal year ended December 31,
  2006

  Forms 10-Q for the fiscal quarters ended September
  30, 2007, June 30,

  2007 and March 31, 2007

  File No. 0-49799

Dear Mr. Hobbs:

We write in response to your letter dated March 13, 2008 regarding the
above-referenced filings.  The following
responses are numbered to correspond to the Staff’s comments.

SEC Comment – 1.
Where a comment below requests additional disclosure to be included,
please show us in your supplemental response what the revised disclosures will
look like.  These additional disclosures
should be included in your future filings.

See responses below.  We will
provide these additional disclosures in future filings.

SEC Comment – 2. Please revise your discussion of
critical accounting policies and estimates to include a more detailed
discussion of the methodology used to estimate delivery dates along with a
sensitivity analysis similar to that provided in Section 6 of your most recent
response to comment 4 of our letter dated March 7, 2008.

We will modify our disclosure of critical accounting policies and
estimates regarding revenue recognition to include the following:

Revenue related to merchandise sales is recognized
upon delivery to our customers.  As delivery information is not readily
available, we use estimates to determine which shipments are delivered and
therefore recognized as revenue at the end of the period. Our delivery date
estimates are based on average shipping transit times, which are calculated
using the following factors: (i) the shipping carrier (as carriers differ in
transit times); (ii) the fulfillment source (either our warehouses or those of
our fulfillment partners); (iii) the delivery destination; and (iv) actual transit

time experience, which shows that delivery date is
typically one to eight business days from the date of shipment.

Actual shipping times may be different from our
estimates. The following table shows the effect that hypothetical changes in
the estimate of average shipping transit times would have had on the reported
amount of revenue and net income for the year ended December 31, 2007.

  Year ended December 31, 2007

  Change in the

  Estimate of

  Effect on

  Effect on Net

  AverageTransit

  Revenue

  Income

  Times (Days)

  ($ millions)

  ($ millions)

  (2

  )

  $

  5.9

  $

  0.9

  (1

  )

  2.7

  0.4

  As
  reported

  As
  reported

  As
  reported

  1

  (1.8

  )

  (0.3

  )

  2

  (3.5

  )

  (0.6

  )

SEC Comment – 3. We note your response to comments
3, 4 and 5 of our letter dated March 7, 2008 regarding the method and approach
you used to support your conclusion that the delivery date is typically one to
six business days from the date of shipment. It has been our understanding
that, since you have stated actual delivery information is not readily
available, at each period end, the purpose of the analysis and testing you
performed was to establish a model to more accurately estimate the amount of
revenue to be recognized based on delivery dates to comply with the GAAP
guidelines discussed in SAB 104. Based on the results of your analysis and
testing, the sensitivity analysis provided in Section 5 of your response to
comments 4 indicates using one to six business days from the date of shipment
could understate by 75% the amount of deferral as well as net loss for each
period. In this regard, it appears that the more appropriate adjustment for
deferred revenue in fiscal 2007 would be $13.7 million with a cumulative net
loss of $2.1 million, resulting in a net loss for fiscal 2007 of $45.4 million.
Please revise your financial statements for fiscal 2007 and related disclosures
accordingly, or explain to us why you believe using one to six days to
calculate the amount of revenue to defer each period is more appropriate than
using one to at least eight business days,. We believe the two additional days
at a minimum would appear to provide a more accurate revenue cutoff at each
period end based on your analysis which shows that only 3% of shipments are
delivered on day one and 11% of shipments are delivered on day seven and
thereafter. Also, as you note, you were unable to determine the delivery date
on 4% of the shipments in your sample. Further, a revenue recognition policy
that used at least eight business days would also appear to more closely mirror
the transit time for media shipments which accounted for 13% of the orders you
tested.

2

We will update our estimate by an additional two days, and will record
the resulting revenue deferral of $13.7 million and the related reduction of
gross profit and net income of $2.1 million, resulting in a net loss of $45.0
million (based on the actual net loss to be reported in the annual report on
Form 10-K including this additional deferral) for fiscal 2007. We will also
revise our related disclosures accordingly.

SEC Comment – 4. Reference is made to your table
in response to comment 5 of our letter dated March 7, 2008. Out of the 18
shipments delivered on day eight and thereafter, please tell us the number of
shipments delivered and the % of total shipments delivered on day eight, day
nine, day ten and thereafter.

Below is the table provided in our most recent response, updated to
include the 18 shipments broken out into days eight through twelve as follows:

  Number of Days in Transit (# of days to delivery)

  1

  2

  3

  4

  5

  6

  7

  8

  9

  10

  11

  12

  Total

  Number of Shipments
  Delivered

  10

  31

  44

  103

  47

  22

  13

  10

  4

  1

  1

  2

  288

  % of Total Shipments

  3

  %

  11

  %

  15

  %

  36

  %

  16

  %

  8

  %

  5

  %

  4

  %

  1

  %

  0

  %

  0

  %

  1

  %

  100

  %

*              *              *              *              *

At your request, the Company acknowledges that:

  1.

  The Company is responsible for the adequacy and
  accuracy of the disclosures in the filings;

  2.

  Staff comments or changes to disclosure in response
  to Staff comments do not foreclose the Commission from taking any action with
  respect to the filings; and

  3.

  The Company may not assert the Staff's action as a
  defense in any proceeding initiated by the Commission or any person under the
  federal securities laws of the United States.

3

If members of the Staff have any further comments or questions or
require any additional information, please contact me at the above address or
by telephone at 801-947-3120.

Very truly yours,

David K. Chidester

Senior Vice President, Finance

Overstock.com, Inc.

  Copies:

  Ms. Donna Di Silvio

  By Facsimile: 202-772-9202

  Senior Staff Accountant

  Division of Corporation Finance

  Mr. Michael Moran

  By Facsimile: 202-772-9202

  Accounting Branch Chief

  Division of Corporation Finance

4

Mail Stop 3561

       March 13, 2008

By Facsimile and U.S. Mail

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

Re:  Overstock.com, Inc.       Form 10-K for the Fiscal Year Ended December 31, 2006             Forms 10-Q for Fiscal Quarters Ended September 30, 2007,              June 30, 2007 and March 31, 2007             File No.  0-49799
Dear Mr. Byrne:
             We have reviewed your response dated March 11, 2008 to our previous letter and have the following comments.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  Form 10-K for the Fiscal Year Ended December 31, 2006

General

1. Where a comment below requests additional disclosure to be included, please show us in your supplemental response what the revised disclosures will look like.  These additional disclosures should be included in your future filings.

Mr. Patrick M. Byrne     Overstock.com, Inc.    March 13, 2008 Page 2

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Critical Accounting Policies and Estimates, page 49

 Revenue Recognition

 2. Please revise your discussion of critical accounting policies and estimates to include a more detailed discussion of the methodology used to estimate delivery dates along with a sensitivity analysis similar to that provided in Section 6 of your most recent response to comment 4 of our letter dated March 7, 2008.
 3. We note your response to comments 3, 4 and 5 of our letter dated March 7, 2008 regarding the method and approach you used to support your conclusion that the delivery date is typically one to six business days from the date of shipment.  It has been our understanding that, since you have stated actual delivery information is not available at each period end, the purpose of the analysis and testing you performed was to establish a model to more accurately estimate the amount of revenue to be recognized based on delivery dates to comply with the GAAP guidelines discussed in SAB 104.  Based on the results of your analysis and testing, the sensitivity analysis provided in Section 5 of your response to comment 4 indicates using one to six business days from the date of shipment could understate by 75% the amount of deferred revenue as well as net loss each period.  In this regard, it appears that the more appropriate adjustment for deferred revenue in fiscal 2007 would be $13.7 million with a cumulative net loss of $2.1 million, resulting in a net loss for fiscal 2007 of $45.4 million.  Please revise your financial statements for fiscal 2007 and related disclosures accordingly, or explain to us why you believe using one to six days to calculate the amount of revenue to defer each period is more appropriate than using one to at least eight business days.  We believe the two additional days at a minimum would appear to provide a more accurate revenue cutoff at each period end based on your analysis which shows that only 3% of shipments are delivered on day one and 11% of shipments are delivered on day seven and thereafter.  Also, as you note, you were unable to determine the delivery date on 4% of the shipments in your sample.  Further, a revenue recognition policy that uses at least eight business days would also appear to more closely mirror the transit time for media shipments which accounted for 13% of the orders you tested.

4. Reference is made to your table in response to comment 5 of our letter dated March 7,
2008.  Out of the 18 shipments delivered on day eight and thereafter, please tell us the number of shipments delivered and the % of total shipments delivered on day eight, day nine, day ten and thereafter.
   General

Mr. Patrick M. Byrne     Overstock.com, Inc.    March 13, 2008 Page 3

      Please send us your response to our comments within ten business days from the date of this letter.  You should provide a cover letter keying your response to our comments, and provide the requested supplementary information, if any.  Where our comment requests you to revise future filings, we would expect that information to be included in your next filing.  If you believe complying with a comment is not appropriate, please tell us why in your letter. Your supplemental response should be submitted in electronic form on EDGAR as a correspondence file.  Refer to Rule 101 (a) of Regulation S-T.       You may contact Milwood Hobbs, Staff Accountant, at (202) 551-3241 or Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202, if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3720 with any other questions.               S i n c e r e l y ,                M i c h a e l  M o r a n              Accounting Branch Chief

CORRESP
1
filename1.htm

March 11, 2008

By EDGAR
and by Facsimile to (202) 772-9202

Securities and Exchange Commission

100 F Street

Washington, D.C.  20549

Attention:      Millwood Hobbs

                                                                        Staff
Accountant

                                                                        Division of
Corporation Finance

Re:                               Overstock.com, Inc.

SEC Comment Letter dated November 15,
2007

Form 10-K for the
fiscal year ended December 31, 2006

Forms 10-Q for the fiscal
quarters ended September 30, 2007, June 30, 2007 and March 31,
2007

                                                                                                File No. 0-49799

Dear Mr. Hobbs:

We write in response to your letter dated March 7,
2008 regarding the above-referenced filings.
The following responses are numbered to correspond to the Staff’s
comments.

SEC Comment — 1.  Where a comment below
requests additional disclosure to be included, please show us in your
supplemental response what the revised disclosures will look like.  These additional disclosures should be
included in your future filings.

See responses below.  We will provide these additional disclosures
in future filings.

SEC Comment — 2. Please tell us
and revise your disclosure to explain what consideration was given to the
impact of the correction of an error relating to your revenue recognition
accounting policy with respect to your conclusion on the effectiveness of
disclosure controls and procedures over financial reporting.

As part of our evaluation of the
effectiveness of internal control over financial reporting, we analyzed the
impact of the error relating to our revenue cut-off and the application of GAAP
to our financial statements. We determined that the control deficiency
underlying the error in our revenue recognition model represented a reasonably
possible likelihood that we did not achieve one or more of our financial
statement assertions. We determined that the magnitude of the relating
reasonable possible misstatements was not material to either the interim or
annual financial statements. We then determined that the deficiency was
important enough to merit the attention of those responsible for oversight of
our financial reporting; however, we concluded that a well-informed, competent
and objective individual would not conclude that the deficiency is a material
weakness.

Accordingly, we conclude that the deficiency
constitutes a significant deficiency as defined by AS5.

As the deficiency did not have a material
impact on the financial statements or related disclosures, we would also
conclude that our disclosure controls and procedures over financial reporting
were effective as of December 31, 2007. As we have concluded that the
deficiency did not cause a material error to our financial statements, we do
not believe it would be appropriate to specifically discuss this deficiency
within our disclosure regarding the effectiveness of disclosure controls and
procedures over financial reporting.

SEC Comment — 3. We have read
your response and proposed revised disclosure to comment 3 of our letter dated January 4,
2008 regarding your revenue recognition accounting policy. Your disclosure on page F-15
states you adopted SAB 108 for the fiscal year ended December 31, 2006 as
required. Accordingly, the cumulative effect provision available in fiscal 2006
at the time of our adoption of SAB 108 is a one-time option and is not
available in connection with your reporting in fiscal 2007 of the correction of
the error in your revenue recognition policy. Please revise your proposed
disclosure to clarify your reporting of the error correction in fiscal 2007.

In response to your comment, we will modify
the disclosure in our Form 10-K for the fiscal year ended December 31,
2007 as follows:

“From our
inception through the third quarter of 2007, we recorded revenue based on
product ship date. In the fourth quarter of 2007, we determined that we should
not have recorded revenue until the delivery date. We performed a detailed
analysis of this error and the impact of recording the cumulative effect of the
error in the fourth quarter of 2007, and have determined that the impact of the
correction is immaterial to the full year and fourth quarter of 2007 and to all
prior periods.

As a result, we recorded the
cumulative effect of this correction in the fourth quarter of 2007. This change
resulted in a deferral of $7.8 million of revenue (including $2.1 million of
direct revenue and $5.7 million of fulfillment partner revenue), and a decrease
in cost of goods sold of $6.6 million ($1.8 million direct and $4.8 million
fulfillment partner), which reduced gross profit and net income by $1.2 million
(see Item 15 of Part IV, “Financial Statements” —Note 2 — “Summary of
Significant Accounting Policies” — “Revenue Recognition”).  Prospectively, we will continue to recognize
revenue based on delivery date.”

SEC Comment — 4. We note your
response to comment 3 of our letter dated January 4, 2008 regarding the
revised disclosure included on Exhibit E relating to revenue recognition.
You state in the fourth paragraph that you estimate delivery date based on
transit time information provided by your shipping carriers, and that the
delivery date is typically one to six business days from the date of shipment.
It is not

2

clear from your response why you
believe it is appropriate for you to rely on estimated transit time information
provided by shipping carriers. Accordingly, please explain what method and
approach you used to determine that transit time information provided by
shipping carriers is sufficiently accurate to estimate delivery dates which you
use as the basis for revenue cut-off and the amount of revenue that is
recognized in each period. Tell us what factors and assumptions support your
conclusion that the delivery date is typically one to six business days from
the date of shipment. Also, please specifically address your consideration of
shipping and delivery exceptions as reflected on your website.

As a retailer of general merchandise, we
operate in a high volume/low margin business involving retail sales made to
individual customers. Because our systems are set up to recognize revenue upon
shipment (rather than on delivery), in order to recognize revenue based on
delivery date, we must make a manual adjustment to defer the amount of revenue
and cost of goods sold associated with shipments in transit at the end of each
period. Because we generally ship daily approximately twenty thousand
individual orders with an average order value of $100-$120 from our own
distribution center in Salt Lake City, as well as from our 750 fulfillment
partners’ distribution centers located across the country, it is impractical
for us to track the delivery date of each individual order in a cost-efficient
manner.  As a result, to record revenue
based on delivery date, we must use an estimate.

Therefore, we have developed a methodology
and approach for estimating the delivery date of orders shipped.  Our methodology used both our shipping
carriers’ published transit time tables by the delivery destination state/zone
and actual shipment transit time experience (taken from a sample of total
shipments that occurred during the last ten days of 2007) to calculate an adjusted transit time by carrier and destination. We applied
the adjusted transit times to shipments over the last several days of 2007 and
of prior periods to determine the shipments that should have been deferred at
the end of each period. A more comprehensive description of our methodology is
included below.

As was demonstrated in the materiality
analysis we provided in Part II of our response to comment 3 of your
letter dated January 4, 2008, the adjustment to correct the error in our
revenue recognition was not material to 2007.
In addition, in periods previous to 2007, when including the effect of
the reversal of the prior quarter deferral into the current quarter, the
difference was not material.  We conclude
in our sensitivity analysis (included later in the response to this comment
below) that  changes of 50% to 67% to our
estimated deferral days would not have a significant effect on the materiality
of the revenue deferral to 2007 and prior periods.

A Comprehensive Description of
our Methodology for Determining our Estimate

The following is a comprehensive explanation
of our method and approach for estimating the amount of revenue to defer in
each period. We include the factors and assumptions that support our conclusion
that the delivery date is typically one
to six business days

3

from the date of shipment, and how shipping
and delivery exceptions are factored into our analysis.

To do this, we will describe:

1)              The underlying
data used in the analysis

2)              The
determination of our sample and testing procedures

3)              The development
of our Adjusted Transit Time Schedule

4)              The resulting
calculation of the revenue deferral estimate

5)              Our assertion
that delivery date is typically one to six business days from shipment

6)              The sensitivity
analysis

1.  Underlying Data.

The underlying data used to determine
estimated delivery date included sales orders shipped during the full month
preceding the December 31, 2007 cut-off date. This data was aggregated by
delivery destination and shipping carrier type for each ship date.

Our orders are shipped by two main carrier
types: (1) Medium Sized Orders (up to 150 lbs) which are shipped primarily
via United Parcel Service (“UPS”) and the United States Postal Service (“USPS”);
and (2) Less than Truck Load (“LTL”) orders (over 150 lbs.), which are
shipped primarily through ABF Trucking Service. Therefore, we differentiate our
analysis based on the carrier type.  Note
that approximately 95% of our revenue for the full year 2007 was from Medium
Sized Orders, and 5% from LTL orders.

2.  Determining our Sample and Testing Procedure.

To determine the most accurate transit time
assumptions to be applied to our shipments, we initially obtained the standard
transit time schedules for our primary carriers. We then took a
non-statistical, risk-based approach to selecting a large sample of shipments
(i.e., 300 shipments) to test the published transit time assumptions provided
by the carriers for reasonableness. Although ours is not a statistical sample,
we based our sample on the recommended size for a statistical sample to reach a
5% error rate and 95% confidence level for the population of shipments tested.
The sample was taken from the shipments that occurred during the last ten days
of 2007, as this was the population of shipments from which the deferral would
be calculated. The selection was judgmentally weighted towards fulfillment
partner shipments for which we have less visibility of shipping origin on a
real-time basis and which account for approximately 70% of our sales. We also
placed more emphasis on making selections from days where there would be more
question of deliverability by the December 31, 2007 cut-off date (days 3-6
days from the end of the period).

3.  The Development of our Adjusted Transit Time
Schedule.

The primary factor we used in determining our
revenue deferral estimate was our adjusted transit time schedule by state and
by carrier (“Adjusted Transit Time

4

Schedule”).
The Adjusted Transit Time Schedule was initially based on our shipping
carriers’ published transit time tables by the delivery destination state/zone
for LTL and UPS.  We then adjusted these
transit times based on the actual transit
times we obtained from our sample of 300 shipments.

We took our sample of 300 shipments from the
total population of shipments that occurred during the last 10 days of the
period (i.e., December 22-31, 2007), and from all shipping carrier types.
Using tracking numbers assigned to these shipments, we obtained delivery
confirmations from the respective carriers’ to determine the actual delivery
date of each shipment sampled.  This
enabled us to calculate the actual transit time for the shipments in our
sample.  We then compared the actual
transit time to the published transit time tables provided by our shipping
carriers and calculated the difference between the actual transit times and the
carrier published transit times.

We then summed up the differences between
actual and published transit times and calculated an overall average
difference, grouped by type of shipping carrier. We then adjusted the published
transit times by the overall average difference to more accurately reflect the
actual delivery times in order to create our Adjusted Transit Time Schedule, by
destination state and by carrier (for example, if the carriers’ published
transit time to California from Utah was two days, and the overall average
transit time determined by our sample was an additional one day, we adjusted
the transit time from Utah to California to three days).

Note that for 12 of the 300 shipments
sampled, we were not able to calculate the actual transit time due to the
tracking information being unavailable or invalid, and therefore the actual
delivery dates were not available.  Due
to the large size and non-statistical nature of our sample, we did not replace
these with additional selections. However, the lack or invalidity of tracking
information did not necessarily indicate transit times that would differ from
the remainder of the sample.

4.  The Resulting Calculation of the Revenue
Deferral Estimate.

We then applied our Adjusted Transit Time
Schedule to all individual sales orders shipped during the ten days preceding
our reporting cut-off period to determine an updated estimated transit time and
delivery date for each state and shipping carrier for these sales orders.

Using this data, we determined by day, the
orders shipped but not delivered by the end of the reporting cut-off
period.  The calculation does not result
in a 100% deferral of the last several days’ shipped sales, as it defers sales
in relation to the actual shipping destination and the average transit time to
each destination according to our Adjusted Transit Time Schedule. The total
revenue deferral estimate by day at December 31, 2007 is shown in the
table below:

5

5. Delivery Date is Typically One to Six Business Days from Shipment.

To support our disclosure that “the delivery
date is typically one to six business days from the date of shipment,” we took
our sample shipments and calculated the actual days in transit for each
shipment.  The results below show that
approximately 90% of shipments were delivered between one to six business days:

6. Sensitivity Analysis.

Below is a sensitivity analysis that shows
what the result would be if our estimated number of days in transit were off by
up to plus or minus two days (note that our base average deferral is between
3-4 days). Based on this analysis, we conclude that as much as a 50%-67% error
in our overall transit time estimate (up to two days different than our base
average deferral) would not result in a material adjustment to our financial statements.
The highlighted row in our analysis below comes directly from our materiality
analysis provided in Part II of our response to comment 3 of your letter
dated January 4, 2008.

In the future, the reversing revenue deferral
from one period will offset the revenue deferral for the following period.
Accordingly, the net effect of this adjustment to revenue and net income will
be less significant in future periods than the cumulative percentages shown
above.

6

SEC Comment — 5. Please tell us
and revise your disclosure to clarify whether you estimate the delivery date
for each order and if the transit time information used to estimate the
delivery date is based on the type of product shipped in addition to the

Mail Stop 3561

       March 7, 2008

By Facsimile and U.S. Mail

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

Re:  Overstock.com, Inc.       Form 10-K for the Fiscal Year Ended December 31, 2006             Forms 10-Q for Fiscal Quarters Ended September 30, 2007,              June 30, 2007 and March 31, 2007             File No.  0-49799
Dear Mr. Byrne:
             We have reviewed your response dated February 26, 2008 to our previous letter and have the following comments.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  Form 10-K for the Fiscal Year Ended December 31, 2006

General

1. Where a comment below requests additional disclosure to be included, please show us in your supplemental response what the revised disclosures will look like.  These additional disclosures should be included in your future filings.

   Item 4.  Controls and Procedures

Mr. Patrick M. Byrne     Overstock.com, Inc.    March 7, 2008 Page 2

  Disclosure Controls and Procedures, page 34

 2. Please tell us and revise your disclosure to explain what consideration was given to the impact of the correction of an error relating to your revenue recognition accounting policy with respect to your conclusion on the effectiveness of disclosure controls and procedures over financial reporting.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Critical Accounting Policies and Estimates, page 49

 Revenue Recognition

 3. We have read your response and proposed revised disclosure to comment 3 of our letter dated January 4, 2008 regarding your revenue recognition accounting policy.  Your disclosure on page F-15 states you adopted SAB 108 for the fiscal year ended December 31, 2006 as required.  Accordingly, the cumulative effect provision available in fiscal 2006 at the time of your adoption of SAB 108 is a one-time option and is not available in connection with your reporting in fiscal 2007 of the correction of the error in your revenue recognition policy.  Please revise your proposed disclosure to clarify your reporting of the error correction in fiscal 2007.
 4. We note your response to comment 3 of our letter dated January 4, 2008 regarding the revised disclosure included on Exhibit E relating to revenue recognition.  You state in the fourth paragraph that you estimate delivery date based on transit time information provided by your shipping carriers, and that the delivery date is typically one to six business days from the date of shipment.  It is not clear from your response why you believe it is appropriate for you to rely on estimated transit time information provided by shipping carriers.  Accordingly, please expl ain what method and approach you used to
determine that transit time information provided by shipping carriers is sufficiently accurate to estimate delivery dates which you use as the basis for revenue cut-off and the amount of revenue that is recognized in each period.  Tell us what factors and assumptions support your conclusion that the delivery date is typically one to six business days from the date of shipment.  Also, please specifically address your consideration of shipping and delivery exceptions as reflected on your website.

5. Please tell us and revise your disclosure to clarify whether you estimate the delivery date
for each order and if the transit time information used to estimate the delivery date is based on the type of product shipped in addition to the original warehouse and shipping zone.  In this regard, we note for example that books, music, movies and games are usually delivered 5-10 business days after being shipped but may take up to three weeks.

Mr. Patrick M. Byrne     Overstock.com, Inc.    March 7, 2008 Page 3

 6. Part I of your response to comment 3 includes proposed disclosure where you state “Revenue related to merchandise sales is recognized upon delivery to and acceptance by our customer.”  Since you are estimating the delivery date, explain how you are determining customer acceptance.
 7. Please tell us how you determined the as adjusted amounts reflected in your analysis in Part II of your response to comment 3 of our letter dated January 4, 2008.  Tell us if you used actual delivery dates.
 8. In paragraph one of Part II of your response to comment 3 of our letter dated January 4, 2008 you state that it is appropriate to record the effect of the correction in the fourth quarter of 2007, deferring all sales that were in-transit as of that date.  Please explain how you determined what sales were in transit, the amount to defer and clarify if the date to which you are referring is December 31, 2007 or a range of dates.  For example, clarify if all sales made six days prior to December 31, 2007 were deferred.
 Exhibits 32.1 and 32.2

 9. In accordance with your response to comment 9 of our letter dated November 15, 2007, you are expected to file amendments to your annual and quarterly reports due to undated 906 certifications filed by your CEO and CFO. Accordingly, please amend Form 10-K for the fiscal year ended December 31, 2006, and each of the three quarterly Form 10-Q’s providing new 302 and 906 certifications that have  a current date.  As noted in our prior
comment, full amendments are required to correct the date omission on the 906 certifications previously filed with these reports.
 General

     Please send us your response to our comments within ten business days from the date of this letter.  You should provide a cover letter keying your response to our comments, and provide the requested supplementary information, if any.  Where our comment requests you to revise future filings, we would expect that information to be included in your next filing.  If you believe complying with a comment is not appropriate, please tell us why in your letter. Your supplemental response should be submitted in electronic form on EDGAR as a correspondence file.  Refer to Rule 101 (a) of Regulation S-T.                       You may contact Milwood Hobbs, Staff Accountant, at (202) 551-3241 or Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202, if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3720 with any other questions.

Mr. Patrick M. Byrne     Overstock.com, Inc.    March 7, 2008 Page 4

           S i n c e r e l y ,                M i c h a e l  M o r a n              Accounting Branch Chief

CORRESP
1
filename1.htm

February 26,
2008

By EDGAR and by Facsimile to (202) 772-9202

Securities
and Exchange Commission

100
F Street

Washington,
D.C.  20549

  Attention:

  Millwood
  Hobbs

  Staff
  Accountant

  Division
  of Corporation Finance

  Re:

  Overstock.com, Inc.

  SEC
  Comment Letter dated November 15, 2007

  Form 10-K
  for the fiscal year ended December 31, 2006

  Forms
  10-Q for the fiscal quarters ended September 30, 2007, June 30,
  2007 and March 31, 2007

  File
  No. 0-49799

Dear
Mr. Hobbs:

We
write in response to your letter dated January 4, 2008 regarding the
above-referenced filings.  The following
responses are numbered to correspond to the Staff’s comments.

SEC
Comment — 1.  Where a comment below requests additional disclosure to be included,
please show us in your supplemental response what the revised disclosures will
look like.  These additional disclosures
should be included in your future filings.

See
responses below.  We will provide these
additional disclosures in future filings.

SEC
Comment — 2. We note your revised disclosure and response to comment 2 of our
letter dated November 15, 2007 regarding revenues contributed by each
class of product or service. It is not clear to us why you believe disclosing
80% of your revenues in a “general merchandise” category would provide
investors with an understanding of your sales mix as opposed to categories such
as jewelry, home, bedding, furniture, and clothing. Please revise your proposed
disclosure by identifying more product categories based on your product offerings
to comply with the requirement of Item 101(c)(1)(i) of Regulation S-K.

In
response to your request, we have revised our proposed disclosure to include
additional product categories, grouped in “classes of similar products” as required
by Regulation S-K.  We will include the
following table in Part I, Item 1 of future Reports on Form 10-K:

For
2005, 2006 and 2007, the percentages of gross sales contributed by similar
classes of products were as follows:

1

  Percentage of Sales

  Category

  2005

  2006

  2007

  Home
  and garden(1)

  41

  %

  42

  %

  44

  %

  Jewelry,
  watches, clothing and accessories

  28

  %

  27

  %

  25

  %

  BMMG(2), electronics and
  computers

  23

  %

  23

  %

  23

  %

  Other

  8

  %

  8

  %

  8

  %

  Total

  100

  %

  100

  %

  100

  %

(1)
Home and garden includes home décor, bedding, bath, furniture, housewares, garden,
patio and other related products.

(2)
BMMG stands for “Books, Music, Movies and Games”.

SEC
Comment — 3. We note your response to comment 5 of our letter dated November 15,
2007 regarding your policy for revenue recognition and SAB Topic 13:A.
According to your response, you currently recognize revenue for direct revenue
and fulfillment partner revenue based on the premise that risk of loss and
title transfers to the customer on the date of delivery to the carrier.
However, as stated in your response, in substance, risk of loss does not
transfer to the customer at point of shipment, but instead transfers to the
customer upon delivery and acceptance. Since assumption for risk of loss is a
significant obligation during the delivery process, we are not persuaded that
you should recognize revenue before the delivery process is complete. Please
revise disclosure of your accounting policy accordingly to clarify that risk of
loss transfers to the customer upon delivery and acceptance for all sales at
which time revenue is recognized. Please revise your financial statements
accordingly to reflect revenue being recognized based on delivery to the
customer for all periods presented and provide the disclosures required by SFAS
154 for correction of an error.

Part I: In response
to your first request, we will expand our revenue recognition disclosure to
state when risk of loss transfers to the customer and when revenue is
recognized in the “Critical accounting policies and estimates” section of
MD&A, and in the footnotes to the financial statements, as follows:

“Revenue is
recognized when the following revenue recognition criteria are met: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred or the
service has been provided; (3) the selling price or fee revenue earned is
fixed or determinable; and (4) collection of the resulting receivable is
reasonably assured.  Revenue related to merchandise sales
is recognized upon delivery to and acceptance by our customer.  We estimate delivery date based on transit
time information provided by our shipping carriers. The delivery date is
typically one to six business days from the date of shipment.”

2

Part II: In response
to your second request, we considered the guidance in SAB 99, SAB 108 and SFAS
154. We have concluded that the effect of the error is immaterial for all
periods (see our materiality analysis in the enclosed EXHIBITS A
and B, and our SAB 99 analysis in the
enclosed EXHIBIT C). Accordingly, we have
concluded that it is appropriate to record the effect of the correction in the
fourth quarter of 2007, effectively deferring all sales that were in-transit as
of that date, along with the corresponding cost of sales. Note that the nature
of the error is self-correcting, as amounts deferred in one period are properly
recognized in the next period, rather than accumulating from period to period.

Initially,
we analyzed the effect of the error compared to certain “rules of thumb” sometimes
used as a starting point to assess the materiality of an error (i.e. the
percentage error in net income). The result of this analysis indicated that the
error represented a less than five percent change in net income for the annual
periods ended 2003 through 2007 and the quarterly periods during 2006 and 2007,
with the exception of the 2004 annual period (see EXHIBIT A).  The effect in 2004 is primarily due to the
narrowing loss in 2004, rather than the importance of the error to a reasonable
investor making an investment decision. In absolute dollar terms, the
correction to 2004 revenue is only $4.3 million on a $494.6 million year (less
than 1%), and the correction to net income is only $923k.

Accordingly,
while such rules of thumb regarding materiality are a relevant starting
point for assessing materiality, they are not by themselves determinative.  Thus, consistent with SAB 99 and SAB 108, we
considered all of the relevant qualitative factors surrounding the error in
determining whether the error was material.
Based on our analysis of the effect the correction would have on trends
in revenue, gross profit and earnings, we have concluded that the error was not
material because it would not be significant to a reasonable investor relying
on the 2004 reported financial statements in making an investment
decision.  As support for this
conclusion, see the following tables showing revenue, gross profit and net
income for the five annual periods to be presented in the 2007 10-K
(2003-2007):

Table A - Revenue

  Revenue

  Revenue

  Diff. as a %

  as

  as

  of Reported

  $

  Reported

  Adjusted

  Revenue

  Difference

  FY 2003 (rollover)

  $

  238,945,000

  $

  237,200,926

  -0.73

  %

  $

  (1,744,074

  )

  FY 2004 (rollover)

  $

  494,635,000

  $

  490,290,699

  -0.88

  %

  $

  (4,344,301

  )

  FY 2005 (rollover)

  $

  799,316,000

  $

  792,543,320

  -0.85

  %

  $

  (6,772,680

  )

  FY 2006 (rollover)

  $

  788,150,000

  $

  788,598,283

  0.06

  %

  $

  448,283

  FY 2006 (iron curtain)

  $

  788,150,000

  $

  775,892,860

  -1.56

  %

  $

  (12,257,140

  )

  FY 2007 (rollover)

  $

  773,843,000

  $

  777,515,188

  0.47

  %

  $

  3,672,188

  FY 2007 (iron curtain)

  $

  773,843,000

  $

  766,026,971

  -1.01

  %

  $

  (7,816,029

  )

3

Table B - Gross Profit

  Gross Profit

  Gross Profit

  Diff. as a %

  as

  as

  of Reported

  $

  Reported

  Adjusted

  Gross Profit

  Difference

  FY 2003 (rollover)

  $

  25,716,000

  $

  25,527,743

  -0.73

  %

  $

  (188,257

  )

  FY 2004 (rollover)

  $

  66,239,000

  $

  65,424,744

  -1.23

  %

  $

  (814,256

  )

  FY 2005 (rollover)

  $

  116,876,000

  $

  116,310,466

  -0.48

  %

  $

  (565,534

  )

  FY 2006 (rollover)

  $

  94,800,000

  $

  95,398,198

  0.63

  %

  $

  598,198

  FY 2006 (iron curtain)

  $

  94,800,000

  $

  93,660,086

  -1.20

  %

  $

  (1,139,914

  )

  FY 2007 (rollover)

  $

  132,638,000

  $

  132,566,430

  -0.05

  %

  $

  (71,570

  )

  FY 2007 (iron curtain)

  $

  132,638,000

  $

  131,426,515

  -0.91

  %

  $

  (1,211,485

  )

Table C - Net Income

  Net Income

  Net Income

  Diff. as a %

  as

  as

  of Reported

  $

  Reported

  Adjusted

  Net Income

  Difference

  FY 2003 (rollover)

  $

  (11,810,000

  )

  $

  (11,998,257

  )

  1.59

  %

  $

  (188,257

  )

  FY 2004 (rollover)

  $

  (4,728,000

  )

  $

  (5,651,256

  )

  19.53

  %

  $

  (923,256

  )

  FY 2005 (rollover)

  $

  (25,103,000

  )

  $

  (25,559,534

  )

  1.82

  %

  $

  (456,534

  )

  FY 2006 (rollover)

  $

  (101,865,000

  )

  $

  (101,266,802

  )

  -0.59

  %

  $

  598,198

  FY 2006 (iron curtain)

  $

  (101,865,000

  )

  $

  (103,004,914

  )

  1.12

  %

  $

  (1,139,914

  )

  FY 2007 (rollover)

  $

  (43,331,000

  )

  $

  (43,402,570

  )

  0.17

  %

  $

  (71,570

  )

  FY 2007 (iron curtain)

  $

  (43,331,000

  )

  $

  (44,542,485

  )

  2.80

  %

  $

  (1,211,485

  )

Note
that the effect of the correction on revenue is less than 1% for each year, and
the effect on gross profit is less than 2%. The effect on net income is also less
than 2%, except for 2004. However, as is shown in Table C above, the absolute
dollar value of the net loss in 2004 was much smaller than in other years (less
than $5 million), which magnifies the percentage difference in net income after
the correction. We conclude that the correction does not affect the overall
trend in earnings, nor does it change the results enough to effect a reasonable
investor’s decision.

We
have concluded that the qualitative factors (discussed in our qualitative SAB
99 analysis in the enclosed EXHIBIT C) related
to the proposed error correction and its impact on the 2003-2007 financial
statements indicate that the proposed error correction is immaterial.  As the number of days’ sales to be deferred
and the total sales dollars per day do not change significantly from period to
period, we would conclude that the error does not mask a change or trend in
revenue or earnings.

Based
on our conclusion that the period errors are immaterial to the previously
issued financial statements, we analyzed the impact of recording the full
adjustment in Q4 2007, and determined that the impact is immaterial to the Q4
2007 and to the full year 2007 financial statements (i.e., using the dual
method prescribed in SAB 108). The impact of

4

the
cumulative adjustment in 2007 on revenue and net income is 1.1% and 2.8%,
respectively.

Additionally,
we disclosed the estimated cumulative effect of the error related to the correction
in our Q4 and FY 2007 earnings release and conference call on January 30,
2008. The stock price has not moved significantly since the earnings release
date. Therefore, we believe that recording the cumulative adjustment in Q4 2007
would not affect a reasonable investor making an investment decision. In addition,
analyst reports published subsequent to the earnings release made no mention of
the cumulative adjustment or the correction. Therefore, we believe that
recording the full adjustment in Q4 2007 was not an issue of concern to
analysts.

We
performed an analysis on the factors that are most important to management and
to our investors, using specific data from 2006-2007 earnings releases,
conference calls and analyst reports. This analysis has shown that as we have a
history of losses (only two profitable quarters and no profitable years as a
public company), management’s focus and communications have been on improving
areas that support revenue and demonstrate progress towards profitability (such
as revenue growth, growth in gross profits, contribution margin and EBITDA)
rather than on net income.  We have
concluded that the qualitative factors shown in the 2006-2007 analysis are
applicable and important to investors in assessing our performance during prior
periods, including 2004 (see an overview/history of the company and support for
management/analyst sentiments during 2006-2007 in the enclosed EXHIBIT D).

Based
on the points discussed above and our responses to the qualitative issues
detailed in the SAB 99 analysis, we believe it is appropriate to record the full
effect of the correction of the error in Q4 2007.

In
relation to the adjustment, we will include the following disclosure within
both our MD&A and notes to our financial statements:

“From
our inception through the third quarter of 2007, we recorded revenue based on
product ship date. In the fourth quarter of 2007, we determined that we should
not have recorded revenue until the delivery date. We performed a detailed
analysis of this error and the impact of recording the cumulative effect of the
error in the fourth quarter of 2007, and have determined that the impact of the
correction is immaterial to the fourth quarter of 2007 and to all prior
periods.

As
a result, in accordance with Staff Accounting Bulletin No. 108, “Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements” (SAB 108), we recorded the cumulative effect
of this correction in the fourth quarter of 2007. This change resulted in a deferral
of $7.8 million of revenue (including $2.1 million of direct revenue and $5.7
million of fulfillment partner revenue), and a decrease in cost of goods sold
of $6.6 million ($1.8 million direct and $4.8 million fulfillment partner),
which reduced gross

5

profit
and net income by $1.2 million (see Item 15 of Part IV, “Financial
Statements” —Note 2 — “Summary of Significant Accounting Policies” — “Revenue
Recognition”).  Prospectively, we will
make a deferral each quarter based on estimated product delivery date.

Additionally,
in the “Quarterly Financial Data” footnote in our financial statements, we will
add the following note to the Q4-2007 data:

“Includes the correction
of an error requiring a change in revenue recognition from ship date to
estimated delivery date. This correction resulted in a deferral of $7.8 million
of revenue (including $2.1 million of direct revenue and $5.7 million of fulfillment
partner revenue), and a decrease in cost of goods sold of $6.6 million ($1.8 million
direct and $4.8 million fulfillment partner), which reduced gross profit and
net income by $1.2 million (see Item 15 of Part IV, “Financial Statements”
—Note 2 — “Summary of Significant Accounting Policies” — “Revenue Recognition”).

SEC
Comment — 4. We note your response to comment 6 of our letter dated November 15,
2007 regarding your basis for gross reporting of revenue from fulfillment
partner sales. Please revise your disclosure to indicate that you are the
primary obligor on these transactions and revenue is reported on a gross basis.

We
will  revise our disclosure of fulfillment
partner revenue to state the following:

“We evaluate the criteria outlined in EITF
Issue No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an
Agent, in determining whether it is appropriate to record the gross amount of
product sales and related costs or the net amount earned as commissions. When
we are the primary obligor in a transaction, are subject to inventory risk,
have latitude in establishing prices and selecting suppliers, or have several
but not all of these indicators, revenue is recorded gross. If we are not the
primary obligor in the transaction and amounts e

CORRESP
1
filename1.htm

December 14, 2007

By EDGAR
and by Facsimile to (202) 772-9202

Securities and Exchange Commission

100 F Street

Washington, D.C.  20549

  Attention:

  Millwood Hobbs

  Staff Accountant

  Division of Corporation
  Finance

  Re:

  Overstock.com, Inc.

  SEC Comment Letter dated
  November 15, 2007

  Form 10-K for the
  fiscal year ended December 31, 2006

  Forms 10-Q for the fiscal
  quarters ended September 30, 2007, June 30, 2007 and March 31,
  2007

  File No. 0-49799

Dear Mr. Hobbs:

We write in response to your letter dated November 15,
2007 regarding the above-referenced filings.
The following responses are numbered to correspond to the Staff’s
comments.

SEC Comment — 1.  Where a comment below
requests additional disclosure to be included, please show us in your
supplemental response what the revised disclosures will look like.  These additional disclosures should be
included in your future filings.

See responses below.

SEC Comment — 2. Please disclose
in tabular form for each period presented the amount or percentage of total
revenue contributed by each class of similar products or services.  See Item 101(c)(1)(i) of Regulation S-K.

Below is a table showing the percentage of
total revenue contributed by each class of similar products or services. We
based our classifications on how management views our business. We will include
this table in the MD&A section of future Reports on Form 10-K.  For 2007, 2006 and 2005, the percentages of
sales contributed by similar classes of products were as follows:

  Percentage of Sales

  Category

  2007

  2006

  2005

  BMMG(1), electronics and
  computers

  20

  %

  22

  %

  22

  %

  General merchandise

  80

  %

  78

  %

  78

  %

  Total

  100

  %

  100

  %

  100

  %

(1) Books, magazines, CDs, DVDs,
videocassettes, and video games.

SEC Comment — 3. We note that you
classify in fulfillment partner revenue amounts received for commissions and
fees earned from various services rendered.
Please revise your presentation in the statement of operations to
separately report these amounts as service revenue distinct from product sales
to comply with Rule 5-03(b)(1) of Regulation S-X.

The fulfillment partner commissions and fees
we earn are for our Auctions and Cars businesses (as we have disclosed in
previous SEC filings).  The combined
total revenue from these services falls beneath the 10% threshold referred to
in Rule 5-03(b) of Regulation S-X (they account for less than one-half
of one percent of total revenue).
Therefore, we do not separately present these amounts on our statement
of operations, but classify them within fulfillment partner revenue.

SEC Comment — 4.  According to your website, you sell an
extended warranty protection plan to your customers.  Please disclose your accounting policy for
this program and tell us the nature of the program and who is the primary
obligor.  Tell us your basis for how you
report the sales and costs related to the sale of the warranty program and if
your accounting complies with FTB 90-1.
If the nature of the warranty program you sell requires you to estimate
the costs relating to your obligations, tell us what consideration you gave to
including in management’s discussion and analysis a discussion of these costs
among your critical accounting estimates.

For nearly all of our fulfillment partner sales
transactions, we are the primary obligor and therefore our accounting policy is
to record our fulfillment partner sales on a gross basis.  However, the extended warranty protection
plans that we sell are serviced through a fulfillment partner who is the
primary obligor. Thus, FTB 90-1 does not apply.
Under GAAP, we should recognize the revenue and related expenses at the
time of sale on a net basis as we are not the primary obligor. However, as a
matter of convenience we have historically recorded the revenue related to the
sale of extended warranties in the same manner as most other fulfillment
partner revenue (i.e., on a gross basis) because these sales are immaterial to
our financial statements as a whole.

In assessing materiality, we noted that the
maximum effect on total revenue (if we were to have recorded extended
warranties on a net basis rather than a gross basis) for the annual periods of
2005 and 2006 totaled 0.17% ($1.3 million of warranty revenue on $796.4 million
of total revenue for fiscal 2006).  For
the quarterly periods from Q1 2006 through Q3 2007, the maximum effect on total
revenue was 0.20% ($325,000 of warranty revenue on $158.7 million of total
revenue in Q3 2006).  After considering
the other factors mentioned in SAB 99, we conclude that the effect of this
change is immaterial. However, in future filings, we will record future
extended warranty revenue on a net basis.

SEC Comment — 5.  You disclose that revenue is recognized when
products are shipped to customers.
Please expand your disclosure to state when title transfers to the
customer.  Supplementally please explain
to us how your accounting policy for

direct revenue sales complies
with the delivery and performance requirements of SAB Topic 13:A.  If shipping terms determine risk of loss
during shipment and/or title transfer to the customer, please explain them to
us and revise your disclosure to clarify these terms.  If revenue on direct revenue sales is
recognized prior to the transfer of title and delivery of the product to the
customer, please clarify how your policy complies with GAAP.

To your first request, we will expand our
revenue recognition disclosure for direct revenue to state when title transfers
to the customer by adding the following statement:

“Direct revenue related to
merchandise sales is recognized pursuant to a sales contract that provides for
transfer of both title and risk of loss to the customer upon delivery to the
carrier.”

Applying the delivery and performance
requirements of SAB Topic 13:A to our accounting policy for direct revenue recognition
yields the following facts by each point (numbered to correspond to the
applicable SAB Topic 13:A provisions):

1.                           Legal title
passes at the point of shipment. Our business policy is that title and risk of
loss pass to the customer once the product is delivered to the carrier.

2.                           We have no
legal obligation to compensate the customer for goods that are lost or damaged
in-transit.

3.                           The arrangement
meets all other revenue-recognition criteria (evidence of an arrangement
exists, our selling price to the customer is fixed or determinable, and collectibility
is reasonably assured).

4-6.                 Although we have no legal
obligation to compensate the customer for goods that are lost or damaged in
transit, it is industry practice (and is required by the carrier since items
are shipped on our account with the carrier) that we act as the liaison between
the customer and the carrier if a product is lost or damaged in transit.
Therefore, we generally replace the product or reimburse the customer for goods
lost or damaged in transit, and then subsequently file a claim for
reimbursement from the carrier.

Based on the above analysis of the
performance requirements of SAB Topic 13:A, and under the strict definition of
risk of loss as defined in SAB Topic 13:A, we conclude that the full risk of
loss does not pass to the customer until delivery of the product. Therefore, under
a strict interpretation of SAB Topic 13:A, our direct revenue sales arguably should
be classified as “synthetic FOB destination,” meaning that we would record
revenue at the estimated delivery date, not the ship date.

However,
we believe that practical application points to our continued use of ship date
due to the following facts:

1)              The difference between recognizing
revenue on known ship date or estimated delivery date is immaterial to our
financial statements as a whole. In order to analyze the
materiality of recording direct revenue based on estimated delivery date rather
than a known ship date, we reviewed shipping and sales data related to
merchandise we shipped immediately prior to the period ends for fiscal years
2006 and 2005 and for each fiscal quarter from Q1 2006 through Q3 2007 (periods
to be presented in the 2007 Form 10-K).
We sorted this data by shipping zone and originating warehouse.  We then aligned this data to the estimated shipping
transit time charts for each zone for our primary carriers (United Parcel Service
and ABF Freight).  Because there were no
reports of unusual or delayed shipping services during these periods, we are
confident that the carriers’ estimated standard shipping transit time charts
were appropriate for use in developing our estimate.  We next analyzed the difference between
recognizing revenue at ship date versus at the estimated delivery date.  After factoring in the roll-over effect of
such differences (for thousands of individual orders with an average order size
of approximately $120), the maximum effect on total revenue and net loss for
any annual period analyzed totaled 0.35% and 1.63%, respectively. The maximum
effect on total revenue and net loss for any quarterly period analyzed totaled 1.14%
and 1.70%, respectively.  After
considering the other factors mentioned in SAB 99, we determined that the effect
of this change would be immaterial.

2)              For over 99% of our sales
transactions, the effective risk of loss transfers when we deliver product to
the carrier. Under SAB 13:A, if the customer does not incur
risk of loss on damaged-in-transit or lost shipments, revenue is recognized at
delivery date. However, when analyzing our historical product returns data (2004-2007),
our carriers successfully delivered approximately 28.2 million of the 28.5
million orders placed on our website during that four-year period,
approximately 99% of total orders (meaning only 1% of those orders were
damaged-in-transit or lost during shipment).
Of those orders that were not successfully delivered, we received
reimbursement or returns from our carriers for a portion of the dollar value of
such orders.  Thus, we believe that a
package is effectively “delivered” at the time it is picked up by the carrier.

3)              The financial impact of any
remaining obligation we have is immaterial, and is properly accounted for
within our existing sales return reserve. We account for the
estimated loss from damaged or lost shipments (net of our estimated claims
recovery rate with the carriers) within our existing sales return reserve.

4)              We can measure ship date more
accurately than estimated delivery date. By using our known ship
date, we (and our outside auditors) can verify revenue cutoff down to the
individual invoice based on tracking information provided by the carrier.  In addition, our financial system (which has
numerous automated controls) records revenue based on a known ship date.

While this was not requested
by the SEC, we also reviewed the six delivery and performance requirements of
SAB Topic 13:A discussed above for our fulfillment partner sales.  We determined that these six requirements also
applied to fulfillment partner revenue, because our shipping practices are the
same whether we ship products directly or whether a fulfillment partner acts as
our agent in shipping the product.  As
noted in greater detail in response to the SEC’s comment 6, to our customer,
the source of the product is indistinguishable.

As a result, we performed a
similar SAB 99 analysis for fulfillment partner revenue, and when combined with
the analysis of direct revenue, we determined that the difference between
recognizing revenue based on ship date and estimated delivery date was immaterial.  We noted that, after considering the
roll-over effect of such differences, the maximum effect on total revenue and
net loss for any annual period analyzed totaled 0.72% and 3.37%, respectively.
The maximum effect on any quarterly period analyzed totaled 3.01% and 3.98%,
respectively.  After considering the
other factors mentioned in SAB 99, we determined that the effect of this change
would be immaterial.

In order to be consistent with our direct
revenue disclosure, we will expand our revenue recognition disclosure for
fulfillment partner revenue to state when title transfers to the customer by
adding the following statement:

“Fulfillment partner revenue
related to merchandise sales is recognized pursuant to a sales contract that
provides for transfer of both title and risk of loss to the customer upon
delivery to the carrier.”

SEC Comment — 6.  We note that you report revenue on a gross
basis for sales of merchandise owned by other retailers who provide fulfillment
services and ship merchandise to the customer.
You refer to these sales as fulfillment partner revenues.  In this regard, please provide us with a
comprehensive response explaining why you believe your arrangements with the
fulfillment partners meet the requirements of paragraphs 7 through 14 of EITF
99-19 for gross revenue reporting by separately addressing in detail each of
the indicators discussed in these paragraphs.
In your response, please clarify how the ordering and shipping process
operates for these sales, when title to the merchandise is transferred from the
partner to you and when title is subsequently transferred to the customer.

Following are points 7-14 of EITF 99-19 and
an explanation of the related facts that correspond to each point:

7.              The company is the primary obligor in the arrangement.

We sell a broad range of products under the
Overstock.com brand name. We own some of the inventory we sell, and we source
some of it from third parties (i.e., fulfillment partners). Products sourced from
third-party fulfillment partners are offered alongside our own products, and
the source of the product is indistinguishable to the customer. All items are
sold to the customer under Overstock’s “Site User Terms and Conditions”.

We are the primary obligor in fulfillment
partner transactions for the following reasons:

·                  All products
offered on the Shopping website are sold by Overstock regardless of the
source.  Our Shopping site does not
permit third-parties to sell directly to our customers. This is different from our
Auction site, where we record all fees we earn from our Auction website on a
net basis.

·                  We provide the
primary customer service for all products sold on our Shopping website (see
Item 1.8 in Overstock.com Supplier Agreement). Customer interactions are only with
our customer service representatives. If customer inquiries require information
from our fulfillment partners, our customer service representatives work with
the appropriate fulfillment partner to answer the customers’ question or
resolve any issues (see Item 2.5 in Overstock.com Supplier Agreement).

·                  We monitor the
acceptability of the products sourced from all fulfillment partners.  On the front end, we must approve fulfillment
partners before they even submit products to sell on our website.  In addition, all fulfillment partner products
posted for sale on the website must first be pre-approved by Overstock.  After the product sale, in addition to
providing all customer service, we process and take title to the vast majority
of product returns sourced from fulfillment partners to ensure further quality
control (see Item 1.9 and Item 3 in Overstock.com Supplier Agreement).

·                  We have the
right to remove any fulfillment partner product from our website at any time
for any reason or no reason and without notice (see Item 1.2 in Overstock.com
Supplier Agreement).

·                  We require our
fulfillment partners to remove all unapproved marketing information from any
product shipped to our customers, including non-Overstock logos, marketing and
packaging materials.  All pr

Mail Stop 3561

       November 15, 2007

By Facsimile and U.S. Mail

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

Re:  Overstock.com, Inc.
      Form 10-K for the Fiscal Year Ended December 31, 2006
            Forms 10-Q for Fiscal Quarters Ended September 30, 2007,
            June 30, 2007 and March 31, 2007
            File No.  0-49799

Dear Mr. Byrne:

            We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

              Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on a ny other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.

Mr. Patrick M. Byrne     Overstock.com, Inc.    November 15, 2007 Page 2

 Form 10-K for the Fiscal Year Ended December 31, 2006

General

1. Where a comment below requests additional disclosure to be included, please show us in your supplemental response what the revised disclosures will look like.  These additional disclosures should be included in your future filings.

Item 1. Business

2. Please disclose in tabular form for each period presented the amount or percentage of total revenue contributed by each class of similar products or services.  See Item 101(c)(1)(i) of Regulation S-K.

Item 8.  Financial Statements and Supplementary Data

Consolidated Financial Statements

Consolidated Statement of Operations

3. We note that you classify in fulfillment partner revenue amounts received for commissions and fees earned from various services rendered.  Please revise your presentation in the statement of operations to separately report these amounts as service revenue distinct from product sales to comply with Rule 5-03(b)(1) of Regulation S-X.

Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

General

4. According to your website, you sell an extended warranty protection plan to your customers.  Please disclose your accounting policy for this program and tell us the nature of the program and who is the primary obligor.  Tell us your basis for how you report the sales and costs related to the sale of the warranty program and if your accounting complies with FTB 90-1.  If the nature of the warranty program you sell requires you to estimate the costs relating to your obligations, tell us what consideration you gave to including in management’s discussion and analysis a discussion of these costs among your critical accounting estimates.

Revenue Recognition, page F-11

Mr. Patrick M. Byrne     Overstock.com, Inc.    November 15, 2007 Page 3

 Direct Revenue

5. You disclose that revenue is recognized when products are shipped to customers.  Please expand your disclosure to state when title transfers to the customer.  Supplementally please explain to us how your accounting policy for direct revenue sales complies with the delivery and performance requirements of SAB Topic 13:A.  If shipping terms determine risk of loss during shipment and/or title transfer to the customer, please explain them to us and revise your disclosure to clarify these terms.  If revenue on direct revenue sales is recognized prior to the transfer of title and delivery of the product to the customer, please clarify how your policy complies with GAAP.

Fulfillment Partner Revenue

6. We note that you report revenue on a gross basis for sales of merchandise owned by other retailers who provide fulfillment services and ship merchandise to the customer.  You refer to these sales as fulfillment partner revenues.  In this regard, please provide us with a comprehensive response explaining why you believe your arrangements with the fulfillment partners meet the requirements of paragraphs 7 through 14 of EITF 99-19 for gross revenue reporting by separately addressing in detail each of the indicators discussed in these paragraphs.  In your response, please clarify how the ordering and shipping process operates for these sales, when title to the merchandise is transferred from the partner to you and when title is subsequently transferred to the customer.

7. We note that you have more than 500 fulfillment partner relationships.  Please provide us with a copy of the typical agreement w ith a fulfillment partner that governs the
arrangement, outlines the responsibilities of each party, and states the terms of the sales transactions.  Tell us how your arrangement may differ materially for certain partners.  Please file on EDGAR a copy of a typical fulfillment partner agreement.

Note 3.  Restructuring Expense, page 8

8. Please expand your disclosure to disclose the total restructuring costs expected to be incurred and the cumulative costs incurred to date.  Reference is made to SFAS 146, paragraph 20.

Item 15.  Exhibits, Financial Statement Schedules

3.  Exhibits

Mr. Patrick M. Byrne     Overstock.com, Inc.    November 15, 2007 Page 4

 Exhibits 32.1 and 32.2

9. We note that none of the 906 certifications filed by your CEO and CFO have a current date and accordingly are not properly dated.  As a result, a full amendment of the periodic report is required.  Please amend Form 10-K for the fiscal year ended December 31, 2006 in its entirety and provide new 302 and 906 certifications that have a current date.  We also note that the 906 certifications filed with Form 10-Q for the first fiscal quarter ended March 31, 2007 as well as those filed with Forms 10-Q for the second and third fiscal quarters ended June 30, 2007 and September 30, 2007, respectively, are also not dated.  Accordingly, please also amend all three Forms 10-Q filed in 2007 in their entirety to provide currently dated 302 and 906 certifications.

General

       We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosures 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

      In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filings or in response to our comments on your filings.

    Please send us your response to our comments within ten business days from the date of this letter.  You should provide a cover letter keying your response to our comments, and provide the requested supplementary information, if any.  Where our comment requests you to revise future filings, we would expect that information to be included in your next filing.  If you believe complying with a comment is not appropriate, please tell us why in your letter. Your supplemental response should be submitted in electronic form on EDGAR as a correspondence file.  Refer to Rule 101 (a) of Regulation S-T.

Mr. Patrick M. Byrne     Overstock.com, Inc.    November 15, 2007 Page 5

           You may contact Milwood Hobbs, Staff Accountant, at (202) 551-3241 or Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202, if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3720 with any other questions.

         S i n c e r e l y ,

         M i c h a e l  M o r a n
         Accounting Branch Chief