Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BYRNE JOHN JOSEPH
   2. Issuer Name and Ticker or Trading Symbol
OVERSTOCK COM INC [OSTK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
6322 SOUTH 3000 EAST, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005
(Street)

SALT LAKE CITY, UT 84121		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/04/2005		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2005   P   200 A $ 54.58 42,965 (1) I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.57 43,065 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.59 43,165 I Held by Spouse
Common Stock 02/07/2005   P   710 A $ 54.6 43,875 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.6 43,975 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.6 44,075 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.7 44,175 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.92 44,275 I Held by Spouse
Common Stock 02/07/2005   P   500 A $ 54.93 44,775 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.92 44,875 I Held by Spouse
Common Stock 02/07/2005   P   61 A $ 54.93 44,936 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.93 45,036 I Held by Spouse
Common Stock 02/07/2005   P   240 A $ 54.92 45,276 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.93 45,376 I Held by Spouse
Common Stock 02/07/2005   P   100 A $ 54.95 45,476 I Held by Spouse
Common Stock 02/07/2005   P   39 A $ 54.93 45,515 I Held by Spouse
Common Stock               365,107 (2) I Held by Haverford Utah, LLC
Common Stock               0 (3) I Held by High Plains Investments LLC
Common Stock               201,693 (4) I Held by High Meadows Finance, L.C.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BYRNE JOHN JOSEPH
6322 SOUTH 3000 EAST
SUITE 100
SALT LAKE CITY, UT 84121		   X      

Signatures

 /s/ John J. Byrne   02/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In addition to the amendments reported herein, this Form 4 reports the indirect acquisitions shown. The Amount of Securities Beneficially Owned Following Reported Transactions(s) as set forth in column 5 with respect to the reported acquisitions, relates solely to the shares held by the reporting person's spouse. The reporting person disclaims beneficial ownership of all shares reported as beneficially owned except to the extent of his pecuniary interest, if any, in such shares, and this report shall not be deemed an admission that the reporting person is the owner of the securities for any purpose.
(2) The number of shares held by Haverford Utah, LLC was incorrectly reported in the February 4, 2005 Form 4 as 360,873, and the number is hereby amended as shown.
(3) The shares held by High Plains Investments LLC were previously reported as indirectly beneficially owned, and the reporting person previously disclaimed beneficial ownership. However, the reporting person has determined that he has no reportable interest in the shares. High Plains Investments LLC has not disposed of any interest in the shares.
(4) 197,459 of these shares were previously reported in a Form 3 as indirectly benefically owned by High Meadows Finance, L.C. An additional 4,234 shares held by High Meadows since 2001 were inadvertantly omitted from the Form 3, and the Form 3 and the February 2, 2005 Form 4 are hereby amended as shown.

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