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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
08/30/2005
(Street)

SALT LAKE CITY, UT 84121		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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               306,364 (2) I (1) Held by Jack Byrne 2004 GRAT No. 1
Common stock               237,181 (3) I (1) Held by Jack Byrne 2005 GRAT No. 1
Common stock 08/30/2005   P   4,948 A $ 39.95 4,948 (4) D  
Common stock 08/30/2005   P   700 A $ 39.96 5,648 D  
Common stock 08/30/2005   P   7,800 A $ 39.97 13,448 D  
Common stock 08/30/2005   P   5,949 A $ 39.98 19,397 D  
Common stock 08/30/2005   P   294 A $ 39.99 19,691 D  
Common stock 08/30/2005   P   3,500 A $ 40 23,191 D  
Common stock 08/30/2005   P   600 A $ 40.01 23,791 D  
Common stock 08/30/2005   P   800 A $ 40.02 24,591 D  
Common stock 08/30/2005   P   100 A $ 40.03 24,691 D  
Common stock 08/30/2005   P   700 A $ 40.06 25,391 D  
Common stock 08/30/2005   P   100 A $ 40.07 25,491 D  
Common stock 08/30/2005   P   100 A $ 40.08 25,591 D  
Common stock 08/30/2005   P   5,100 A $ 40.09 30,691 D  
Common stock 08/30/2005   P   2,200 A $ 40.1 32,891 D  
Common stock 08/30/2005   P   5,300 A $ 40.11 38,191 D  
Common stock 08/30/2005   P   337 A $ 40.18 38,528 D  
Common stock 08/30/2005   P   300 A $ 40.21 38,828 D  
Common stock 08/30/2005   P   200 A $ 40.23 39,028 D  
Common stock 08/30/2005   P   2,200 A $ 40.25 41,228 D  
Common stock 08/30/2005   P   8,252 A $ 40.3 49,480 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Stock options $ 31.13             05/21/2005 05/20/2009 Common stock 5,000   5,000 D  
Stock options $ 35.27             04/26/2006 04/25/2010 Common stock 5,000   10,000 D  

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   08/31/2005
**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) 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.
(2) Since April 27, 2005, the Reporting Person's last report, 210,123 OSTK Common Shares previously owned indirectly through a grantor retained annuity trust (Jack Byrne 2004 GRAT No. 1) have been distributed and were owned directly. The shares were then contributed to another grantor retained annuity trust (Jack Byrne 2005 GRAT No. 1) - See Footnote 3. The transactions resulted in mere changes in the form of the reporting person's beneficial ownership and did not increase or decrease the reporting person's pecuniary interest in the shares.
(3) Since April 27, 2005, the Reporting Person's last report, 237,181 OSTK Common Shares previously owned directly were contributed to a grantor retained annuity trust (Jack Byrne 2005 GRAT No. 1) and are now owned indirectly. These 237,181 shares that were contributed included 27,058 shares that were previously reported as directly owned. The transactions resulted in mere changes in the form of the reporting person's beneficial ownership and did not increase or decrease the reporting person's pecuniary interest in the shares.
(4) See Footnote 3.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.