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 PATRICK MICHAEL   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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 6350 SOUTH 3000 EAST 3. Date of Earliest Transaction (Month/Day/Year) 10/05/2005 (Street) SALT LAKE CITY, UT 84121 4. If Amendment, Date Original Filed(Month/Day/Year) 10/06/2005 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               1,025,772 (1) (4) D   Common stock               0 (1) (4) I Held by High Meadows Finance, L.C. Common stock               4,942,591 (1) (4) I (2) Held by High Plains Investments, L.L.C. Common stock               649,536 I (2) Held by C-Liquidating Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 PATRICK MICHAEL 6350 SOUTH 3000 EAST SALT LAKE CITY, UT 84121	X	X	President

Signatures

/s/ Jonathan E. Johnson III (attorney-in-fact)		12/09/2005
**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)	On October 4, 2005, High Meadows Finance, L.C. distributed 201,693 shares of the issuer pro rata to its owners, including High Plains Investments, L.L.C. The reporting person had previously reported indirect beneficial ownership of all such 201,693 shares. The pro rata distribution of the shares effected only a change in the reporting person's form of beneficial ownership, and did not increase or decrease the reporting person's pecuniary interest in the shares or transfer a pecuniary interest in the shares to another person. On October 6, 2005, the reporting person voluntarily filed a report to note the 201,693 share decrease in his indirect beneficial ownership and to report a 66,559 share increase in his direct beneficial ownership resulting from the pro rata distribution.
(2)	The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary ownership therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
(3)	C-Liquidating Trust is a wholly owned subsidiary of High Plains Investments LLC. The reporting person is the managing director of High Plains Investments LLC.
(4)	The reporting person is filing this amendment because the 66,559 shares were actually distributed to High Plains Investments L.L.C. and thus the reporting person has an indirect, rather than a direct pecuniary interest in these shares.

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