SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BYRNE PATRICK

(Last)

(First)

(Middle)

6350 SOUTH 3000 EAST

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/01/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2005		P		2,600	A	$38.22	1,081,650⁽³⁾	D
Common Stock	12/01/2005		P		100	A	$38.25	1,081,750	D
Common Stock	12/01/2005		P		200	A	$38.25	1,081,950	D
Common Stock	12/01/2005		P		500	A	$38.25	1,082,450	D
Common Stock	12/01/2005		P		200	A	$38.25	1,082,650	D
Common Stock	12/01/2005		P		300	A	$38.25	1,082,950	D
Common Stock	12/01/2005		P		200	A	$38.25	1,083,150	D
Common Stock	12/01/2005		P		500	A	$38.25	1,083,650	D
Common Stock	12/01/2005		P		100	A	$38.37	1,083,750	D
Common Stock	12/01/2005		P		200	A	$38.37	1,083,950	D
Common Stock	12/01/2005		P		100	A	$38.37	1,084,050	D
Common Stock	12/01/2005		P		1,722	A	$38.48	1,085,772	D
Common Stock								5,592,127⁽²⁾	I⁽¹⁾	Held by High Plains Investments, L.L.C.
Common Stock								0⁽²⁾	I	Held by C-Liquidating Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person disclaims beneficial ownership, except to the extent of his pecuniary interest 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.

2. On November 11, 2005, C-Liquidating Trust distributed all its 649,536 shares to its sole trustee, High Plains Investments, L.L.C. The reporting person had previously reported indirect ownership of both C-Liquidating Trust and High Plains Investments, L.L.C. The distribution of the C-Liquidating Trust shares did not increase or decrease the reporting person's form of beneficial ownership.

3. The reporting person has determined that 66,559 shares previously reported as directly owned are indirectly owned. Consequently, the reporting person has amended his Form 4 filed on October 6, 2005, and is amending his Forms 4 filed on December 1, 2005 to reflect the same correction. No new transaction is reported in this Amendment.

	Patrick Byrne	12/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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