UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  690370 10 1

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John J. Byrne, Jr.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
1,285,735

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
1,285,735

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,285,735

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.5%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dorothy M. Byrne

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
1,285,735

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
1,285,735

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,285,735

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.5%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
The name of the issuer is Overstock.com, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices
The address of the Issuer’s principal executive offices is 6322 South 3000 East, Suite 100, Salt Lake City, Utah 84121.

Item 2.

(a)

Name of Person Filing
The names of the persons filing this Schedule 13G are John J. Byrne, Jr. and Dorothy M. Byrne (the “Reporting Persons”).

(b)

Address of Principal Business Office or, if none, Residence
The address of the Reporting Persons is 3 Laramie Rd., Etna, NH 03750.

(c)

Citizenship
The Reporting Persons are citizens of the United States.

(d)

Title of Class of Securities
The class of securities of the Issuer owned beneficially by the Reporting Persons is common stock, $0.0001 par value (the “Common Stock”).

(e)

CUSIP Number
The CUSIP Number for the Common Stock is 690370 10 1.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

The amount of securities beneficially owned by each Reporting Person is 1,285,735 shares of Common Stock; provided, however, that each of the reporting persons hereby disclaims beneficial ownership of the securities described herein except to the extent of his or her pecuniary interest, if any, therein.

(b)

Percent of class:   

The percent of the class of Common Stock beneficially owned by  each  Reporting Person is 6.5%.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

1,285,735

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

1,285,735

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Date:

February 10, 2005

John J. Byrne, Jr.

Dorothy M. Byrne